Companies Act 2014 section 1323

Registration and its effects

Section 1323 deals with what happens when a body corporate registers as a company under the Companies Act 2014, including the issuance of a certificate of incorporation, the transfer of property, and the preservation of existing rights, liabilities, and legal proceedings.

• The Registrar issues a certificate of incorporation confirming the date and type of company, which serves as conclusive proof that all registration requirements have been met.
• All property belonging to the body corporate automatically transfers to the newly registered company on the registration date, and existing rights, liabilities, debts, and security priorities are preserved.
• The company is not required to number previously unnumbered shares or stock, nor to file documents or returns relating to the period before registration if it would not have been required to do so in its former status.
• If the company is wound up, persons liable for pre-registration debts remain contributories, and any pending legal proceedings at the registration date may continue as if the registration had not occurred.

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