Think of Section 12 as the 'birth certificate' section of an LLP. Once you submit your incorporation documents to the Registrar (as required under Section 11), this section tells you exactly what happens next — and what that certificate you receive actually means in law.
Here's the process in plain terms: after you file the incorporation document and the subscriber's statement (the requirements under Section 11(1)(b) and (c)), the Registrar keeps your documents. If everything is in order — including the compliance statement under Section 11(1)(a) — the Registrar must register the LLP and issue the certificate of incorporation within 14 days. That 14-day window is a favourite exam fact, so burn it into memory. The Registrar has some flexibility here: he can accept the subscriber's statement as enough proof that the compliance requirement under Section 11(1)(a) has been met, rather than demanding separate evidence.
Now, the most important part — and the one most frequently tested — is the legal weight of this certificate. The certificate of incorporation is conclusive evidence that the LLP has been duly incorporated by the name stated in it. 'Conclusive evidence' is a powerful legal phrase. It means no one — not a court, not a creditor, not a rival partner — can later challenge the fact of incorporation or argue that some procedural step was missed. The certificate is signed by the Registrar and authenticated with his official seal, which gives it this unimpeachable status. In exam questions, if they ask whether the incorporation of an LLP can be challenged after the certificate is issued, the answer is a firm no — the certificate is conclusive. This concept of conclusive evidence (vs. mere 'prima facie evidence') is asked frequently as a 4-mark question in both theory and scenario-based formats.