Companies Act 2014 section 25

Effect of registration

Section 25 deals with what happens when a company's constitution is registered, including the issuance of the certificate of incorporation, the creation of the company as a legal entity, and the automatic appointment of its first directors and secretaries.

• Upon registration of a company's constitution, the Registrar issues a certificate of incorporation stating that the company is a private company limited by shares.
• From the date of incorporation, the subscribers and future members form a body corporate with perpetual succession and a common seal, and the certificate serves as conclusive evidence of due registration.
• The persons named in the statement delivered to the Registrar are automatically deemed appointed as the company's first directors and secretaries, and any names appearing in the constitution but not in that statement are void.
• A person will not be deemed appointed as a director or secretary if they are disqualified under the Act, or if a provision of the Act renders such an appointment void in the circumstances.