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Microlesson · 5-min read

Effect of Registration (Section 9)

# Effect of Registration — Section 9

## What does Section 9 do?

Section 9 spells out the legal consequences of a company's registration. It is the section that transforms a paper application into a separate legal person.

## The Statutory Effect

From the date of incorporation specified in the Certificate of Incorporation:

1. The subscribers to the memorandum, and

2. All other persons who may, from time to time, become members of the company,

— shall become a body corporate by the name contained in the memorandum.

## Powers of the Body Corporate

Once incorporated, the company is capable, under its registered name, of:

PowerWhat it means
(a) Exercising all functions of an incorporated companyCarry on the lawful objects laid down in the MOA
(b) Having perpetual successionThe company's existence is unaffected by death, insolvency, or change of members; "members may come and go, but the company goes on forever"
(c) Power to acquire, hold and dispose of propertyBoth movable and immovable, and both tangible and intangible (e.g., land, machinery, patents, trademarks, goodwill)
(d) To contract and to sue and be suedThe company contracts in its own name; it can sue others and be sued by others — not its members

## Visual Summary

```

Subscribers + Future Members

Registration (COI granted)

BODY CORPORATE

(by name in memorandum)

┌──────────┬──────────┬──────────┬──────────┐

Functions Acquire/ Contract Perpetual

of company hold/ Sue & be Succession

dispose sued

property

```

## Why This Matters

  • It is the statutory basis of the Salomon principle in India — separate legal personality.
  • It establishes that the company, not its shareholders, owns its property and bears its liabilities.
  • It confirms perpetual succession, central to long-term business continuity.

Worked example

### Example 1

Example — Separate Legal Entity: A holds 99% of shares in ABC Ltd. The company owns a building. A cannot insure the building in his own name because, under Section 9, the building is owned by ABC Ltd — a separate body corporate — not by A. (Analogous to Macaura v Northern Assurance Co.)

### Example 2

Example — Perpetual Succession: All seven original subscribers of PQR Ltd die in a single accident. Their heirs become members in their place by transmission. PQR Ltd continues to exist without interruption because, under Section 9, the company enjoys perpetual succession independent of its members.

⚠️ Common exam mistakes

  • Thinking the company becomes a body corporate when the COI is issued. It is from the date of incorporation specified in the COI, which is the operative date.
  • Forgetting that the body-corporate status binds future members as well, not just the original subscribers.
  • Saying the company can hold only tangible property. It can hold both tangible and intangible assets (patents, trademarks, copyrights, goodwill).
  • Confusing 'perpetual succession' with 'immortality'. The company can still be wound up — but its existence is independent of any individual member's life.
Bare-Act text Section 9 · Companies Act, 2013 · click to expand
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.
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