After the registrar issues a certificate of incorporation for Fenwick Ltd, a creditor discovers an irregularity in the application for registration: one subscriber signed the memorandum before the application was fully completed. The creditor argues that Fenwick Ltd was never validly formed. Is the argument likely to succeed?

Correct answer: C) No, because under s15(4) the certificate is conclusive evidence that the registration requirements were complied with and the company is duly registered

Explanation

Under s15(4) Companies Act 2006, the certificate of incorporation is conclusive evidence that the requirements of the Act as to registration have been complied with and that the company is duly registered. Irregularities in the registration process cannot later be relied on to argue that the company does not exist (compare Jubilee Cotton Mills v Lewis, where the certificate was conclusive even though it bore the wrong date). The company does not need to re-register, and a creditor cannot have the registration set aside on this ground.