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Conversion of Private limited Company to section 8 Company

The company incorporated under section 8 with objectives such as the promotion of commerce, art, science, sport, education, research, social welfare, religion, charity, and environmental protection or any other object, shall use its revenues if any, or an

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Introduction

The company incorporated under companies act 2013 having following restriction in its articles:

  1. Restricts the rights to transfer its share
  2. Except in case of OPC, limits the number of its member to 200

Are known as a private limited company

Section 8 company

The company incorporated under section 8 with objectives such as the promotion of commerce, art, science, sport, education, research, social welfare, religion, charity, and environmental protection or any other object, shall use its revenues if any, or any other profit to promote its objects, and shall be prohibited for payment of any dividend to its members

Conversion:

When a registered private limited company wants to convert itself to section 8 company then has to seek approval from its existing member in AGM/EGM after passing a special resolution in that meeting.

Form MGT-14 shall be file within 30 days from the date of the resolution to the registrar of the company and for further Process Company need to comply following steps

Process of Conversion

For conversion Process:

➲ First, apply for name approval through RUN

➲ The Private limited company needs to file form no.RD-1 for seeking the approval for conversion of private limited to section 8 company along with this form INC-12  application for granting conversion accompanied by the following documents:

➲ Memorandum and article of association (MOA & AOA) of the company (MOA should be as per the section 8 company norms)

➲ The declaration, as given in the form no.-14 by an advocate, CA, CS in practice that MOA & AOA have drafted in conformity with the provision of section 8 and rules, made thereunder and as per all the requirement of the act and rules made thereunder relating to registrations of the company under section 8 and matter incidentals or supplemental thereto have been complied with.

➲ The financial statements, the Board’s Reports & the audit reports relating to the existing company (of 3 yrs preceding the date of application or 1 yr if the company has functioned only 1 yrs

➲ The balance sheet of company as on the date of application or 30 days preceding to this date.

➲ The company's projected annual profit and expenditure forecast for the next 3 years, describing the sources of revenue and the items of expenditure

➲ Copy of the resolutions passed in general/ board meetings approving registration of the company under section 8 certified by the board

 ➲ Declaration making the application in Form No.INC.15 made by each person

➲ The company publishes a notice in Form No. INC 26 shall submit a copy of the said notice to the Registrar without delay, at its own expense within one week from the date of application;

➲ The notice shall be published at least once in a vernacular newspaper, one in the vernacular language of the district where the proposed company's registered office is located or is located and circulated in that area, and at least once in English in an English-language newspaper circulated in that area and on the websites as notified by the Central Government.

➲ 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);

➲ If any authority raised objection and after considering the objections, if any, received by registrar within thirty days from the date of publication of the notice, and after consulting any authority, regulatory body, Ministry or Department 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

➲ The license shall be in Form No. INC.17. Or form No. INC.16, as the case may be, and the Registrar shall have the right to include in the license any other conditions that it considers appropriate.

➲ Company may receive direction from registrar to insert in its memorandum, or in its articles, or partly in one and partly in the other, alike conditions of the license which may be specified by the Registrar in this behalf.

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