LEGAL PRINCIPLE: CIVIL PROCEDURE — Capacity to Sue — Incorporated Company — Proof of Incorporation — Certificate as Conclusive Proof
PRINCIPLE STATEMENT
The certificate of incorporation is the only way to prove a company's legal personality; it is conclusive proof of incorporation.
RATIO DECIDENDI (SOURCE)
Per Uwaifo, JSC, in African Continental Bank Plc & Anor v. Emostrade Ltd (2002) NLC-951998(SC) at p. 7; Paras D–E.
"The certificate should have been produced by the respondent rather than what looks like the pranks played about its status because it is only by the certificate of incorporation its legal personality can be proved in the circumstances. That is firmly established by the authorities of this court."
EXPLANATION / SCOPE
The certificate of incorporation is the conclusive proof of a company’s legal personality. No other evidence can substitute for it. The certificate must be produced when the company’s capacity is challenged. The principle is firmly established by Supreme Court authorities. The company cannot rely on other documents or long-standing reputation. The certificate is issued by the Corporate Affairs Commission. The court will not accept secondary evidence of incorporation. The rule applies to both plaintiff and defendant companies. Failure to produce the certificate results in the company being treated as non-existent. The principle ensures certainty and prevents fraud. The company must obtain and present the certificate.
