Registration and incorporation
19.—(1)  A person desiring the incorporation of a company must —
(a)submit to the Registrar the constitution of the proposed company and such other documents as may be prescribed;
(b)furnish the Registrar with the last day of the proposed company’s first financial year and such other information as may be prescribed; and
(c)pay the Registrar the prescribed fee.
[36/2014; 15/2017]
(2)  Either —
(a)a registered qualified individual engaged in the formation of the proposed company; or
(b)a person named in the constitution as a director or the secretary of the proposed company,
must make a declaration to the Registrar that —
(c)all of the requirements of this Act relating to the formation of the company have been complied with; and
(d)he or she has verified the identities of the subscribers to the constitution, and of the persons named in the constitution as officers of the proposed company,
and the Registrar may accept such declaration as sufficient evidence of those matters.
[36/2014]
(3)  Upon receipt of the documents, information and payment referred to in subsection (1) and declaration mentioned in subsection (2), the Registrar must, subject to this Act, register the company by registering its constitution.
[36/2014]
Notice of incorporation
(4)  On the registration of the constitution the Registrar must issue in the prescribed manner a notice of incorporation in the prescribed form stating that the company is, on and from the date specified in the notice, incorporated, and that the company is —
(a)a company limited by shares;
(b)a company limited by guarantee; or
(c)an unlimited company,
as the case may be, and where applicable, that it is a private company.
[36/2014]
Effect of incorporation
(5)  On and from the date of incorporation specified in the notice issued under subsection (4) but subject to this Act, the subscribers to the constitution, together with such other persons as may from time to time become members of the company, are a body corporate by the name contained in the constitution capable immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act.
[36/2014; 15/2017]
Members of company
(6)  The subscribers to the constitution are deemed to have agreed to become members of the company and on the incorporation of the company must be entered as members —
(a)in the case of a public company — in the register of members kept by the public company under section 190; or
(b)in the case of a private company — in the electronic register of members kept by the Registrar under section 196A.
[36/2014]
(6A)  Apart from the subscribers mentioned in subsection (6), every other person who agrees to become a member of a company and whose name is entered —
(a)in the case of a public company — in the register of members kept by the public company under section 190; or
(b)in the case of a private company — in the electronic register of members kept by the Registrar under section 196A,
is a member of the company.
[36/2014]
(7)  Upon the application of a company and payment of the prescribed fee, the Registrar must issue to the company a certificate of confirmation of incorporation.
[36/2014]