Certificate incorporation under companies act does not prove successorship partnership firm

A Certificate of Incorporation issued by the Registrar of Companies establishes the creation of a body corporate with perpetual succession from the date of incorporation but does not conclusively prove successorship to a pre-existing partnership firm. Conversion of a partnership firm into a company under Part IX of the Companies Act, 1956 requires strict compliance with statutory preconditions, including a minimum membership threshold and formal conversion documentation. Where official records from the Registrar of Firms demonstrate that a partnership firm continues to exist as an active entity, a newly incorporated company cannot claim automated successorship to represent the firm in pending litigation. Corporate personality alone does not bridge the legal gap between distinct business entities without statutory evidence of transformation. The Registrar's certificate merely validates incorporation and cannot be stretched to validate retroactive assumption of liabilities or assets. Courts cannot presume corporate succession based on casual assertions or unverified operational takeovers. Legitimate legal continuity requires fulfillment of explicit statutory mandates under company law. Therefore, an independent corporate entity remains a stranger to prior partnership obligations unless lawful amalgamation or conversion is proved. (NAK Engineering Company Pvt. Ltd. v. Tarun Keshrichand Shah & Ors. | 2026 INSC 8)