11 Effect of incorporation

(1) A certificate of incorporation issued under this Act is conclusive evidence
of the following matters —


(a) that the company is incorporated under this Act; and

(b) that the requirements of this Act have been complied with in
respect of the incorporation of the company.

(2) Upon incorporation of a company under this Act —

(a) the company is a legal entity in its own right separate from its
members and continues in existence until it is dissolved;

(b) the memorandum and articles are binding as between —

(i) the company and each member of the company; and

(ii) each member of the company.

(3) The company, the board, each director and each member of a company has
the rights, powers, duties and obligations set out in this Act except to the
extent that they are negated or modified, as permitted by this Act, by the
memorandum or the articles.

(4) The memorandum and articles of a company have no effect to the extent
that they contravene or are inconsistent with this Act.