Conversion of Private Limited or Public Limited Company into a Section 8 Company
Conversion of Private Limited or Public Limited Company into a Section 8 Company
Steps for converting Private Limited or Public Limited Company into a Section 8 Company –
1. Convene a Board meeting for approving the conversion, adoption of the new MoA and AoA and for calling an EGM
2. Conduct the EGM and pass the required resolutions.
3. File MGT-14 within 30 days from the date of passing the special resolution
4. Make an application for Reserve Unique Name for omission of the words ‘Limited’ or ‘Private Limited’ from its name
5. File Form INC-12 with the Registrar of Companies for grant of license – Required documents as follows –
• MoA and AoA of the Company
• Declaration in Form INC-14 by a professional regarding compliance of all provisions of the Companies Act
• Financial Statements, Board report and audit report for each of the 2 financial years immediately preceding the date of application or when the Company has functioned for only one year, for such year
• A statement showing in detail the assets (with values thereof) and the liabilities of the Company, as on the date of the application or within 30 days preceding that date
• An estimate of the future annual income and expenditure of the Company for the next 3 years, specifying the sources of income and the objects of the expenditure
• Certified copy of the resolutions passed in the general and board meetings approving the registration under Section 8 and
• A declaration by each of the persons making the application in Form INC-15
6. Within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice shall be sent forthwith to the Registrar. The notice shall be published (a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district; and (b) on the websites as may be notified by the Central Government
7. The Registrar may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central Government or the State Government(s).
8. The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of the Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.