A Certificate of Incorporation is issued by the Registrar of Companies when they are satisfied with the completion of formalities for registration. It signifies the birth of the company and is therefore referred to as the birth certificate of the company. With effect from November 1, 2000, the Registrar allots a Corporate Identity Number (CIN) to the company.

A company is legally born on the date printed on the Certificate of Incorporation. From this date, it becomes a legal entity with perpetual succession and becomes entitled to enter into valid contracts.

The Certificate of Incorporation serves as conclusive evidence of the regularity of the incorporation. Once issued, the company becomes a legal business entity irrespective of any flaw in its registration. This protects unsuspecting parties who enter into contracts with the company, ensuring the company's legal existence cannot be questioned later.

The conclusiveness of the certificate applies even in cases of deficiencies. For instance, if the certificate mentions a date prior to its issue date, the company is deemed to exist from that earlier date. Even if signatures on the Memorandum are forged or the company is registered with illegal objects, the incorporation remains valid. The only remedy in such cases is to wind up the company.

Because this certificate is crucial, the Registrar must proceed very carefully before issuing it.