Chapter II - Incorporation of Company and Matters Incidental Thereto
Section 9
Section 9: effect of registration
The date in the certificate of incorporation marks the start of the company's corporate existence. From that date, the subscribers and later members constitute a body corporate in the memorandum's name with the legal capacities listed in Section 9.
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Need advice on Section 9?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
From the date of incorporation mentioned in the certificate of incorporation, such subscribers to the memorandum and all other persons, as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company under this Act and having perpetual succession with power to acquire, hold and dispose of property, both movable and immovable, tangible and intangible, to contract and to sue and be sued, by the said name.
Introduction
Registration creates the company's separate legal capacity under the Act. The certificate's stated date, rather than the date of a proposed business plan or filing draft, is the statutory starting point.
Key takeaways
Start date
The certificate of incorporation supplies the date from which Section 9 operates.
Corporate capacity
The company may hold and dispose of property, contract, and sue or be sued in its registered name.
Continuity
Perpetual succession means a change in members does not by itself end the body corporate.
Use the certificate date
When reviewing a contract, asset or proceeding, first confirm whether the company had been incorporated on that date. Section 9 ties corporate status to the certificate of incorporation.
Deal in the registered name
The body corporate bears the name in its memorandum. Records of acquisitions, contracts and litigation should identify that legal person, rather than only its promoters or members.
Separate continuity from ownership changes
Members can change from time to time while the incorporated company continues. That continuity does not remove other statutory duties attached to directors, officers or members in particular circumstances.
Practical checklist
Do
- Keep the certificate of incorporation and current company-name record with foundational transaction files.
- Check whether the company existed and used its correct legal name when it signed or acquired an asset.
Avoid
- Do not assume a proposed company has Section 9 corporate capacity before the certificate date.
- Do not treat an ordinary change of members as dissolution of the registered company.
Glossary
- Body corporate
- The incorporated legal entity created from the certificate date under Section 9.
- Perpetual succession
- Continuity of the company as members change over time.
Frequently asked questions
When does the company become a body corporate?
From the date of incorporation stated in its certificate of incorporation.
Can the company own property and enter contracts in its own name?
Yes. Section 9 expressly gives the incorporated company capacity to acquire, hold and dispose of property and to contract in its registered name.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026