—(1) A person desiring the incorporation of a company shall —
submit to the Registrar the memorandum and articles of the proposed company and such other documents as may be prescribed;
furnish the Registrar with such information as may be prescribed; and
pay the Registrar the prescribed fee.
(2) Either —
a prescribed person engaged in the formation of the proposed company; or
a person named in the articles as a director or the secretary of the proposed company,
shall make a declaration to the Registrar that —
all of the requirements of this Act relating to the formation of the company have been complied with; and
he has verified the identities of the subscribers to the memorandum, and of the persons named in the memorandum or articles as officers of the proposed company,
and the Registrar may accept such declaration as sufficient evidence of those matters.
(3) Upon receipt of the documents, information and payment referred to in subsection (1) and declaration referred to in subsection (2), the Registrar shall, subject to this Act, register the company by registering its memorandum and articles.
(4) On the registration of the memorandum the Registrar shall 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 company limited by shares;
a company limited by guarantee; or
an unlimited company,
as the case may be, and where applicable, that it is a private company.
(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 memorandum together with such 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 immediately of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal 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.
(6) The subscribers to the memorandum shall be deemed to have agreed to become members of the company and on the incorporation of the company shall be entered as members in its register of members, and every other person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company.
(7) Upon the application of a company and payment of the prescribed fee, the Registrar shall issue to the company a certificate of confirmation of incorporation under his hand and seal.
[UK, 1948, ss. 12-15, 26; Aust., 1961, s. 16]