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What is Section 8 Company to Private Company Conversion

Requirements for the conversion of Section 8 Company into any other kind of Company as per Rule 21, 22 and 23 of the Companies (Incorporation)Rules 2014 are enumerated below:

Section 8 Company shall pass a Special Resolution in the general meeting of its members for approval of such conversion.

1. A certified true copy of the resolution and notice of General Meeting along with explanatory statement is required to be filed to ROC (Registrar of Companies) in form MGT-14 within 30 days of passing the resolution.
2. A company must intimate and obtain a “No Objection Certificate”, from authorities such as IT Department, Charity Commissioner, Central or State government department, Municipal body or any other recognized authority, in case it has obtained special status, privilege, benefit, exemption or grant from any of them.
3. The existing Section 8 Company must file an application to the Regional Director in Form INC 18 along with a copy to Registrar of Companies for its conversion to any other kind of Company.
4. The company shall file all its Financial Statements, Annual Returns, and all such Returns as required by the Act up to the previous year of making the application to the Regional Director. In case, an application is filed and 3 months have expired from the preceding date of Financial year to which financial statement has been filed, then, a statement of financial position duly approved by the Chartered Accountant up to the date of not preceding 30 days of submitting the application needs to be attached.
5. A Declaration shall be given by the Board of Directors to the effect that no part of property or income of the Company has been directly or indirectly transferred or paid by way of bonus or dividend to persons or members of the Company or claiming through any one or more of them.
6. Along with the application, the Company shall also need to attach a Certificate from a Practicing CA/CS/CMA certifying that all the conditions relating to the conversion of Section 8 company as laid down in the Act has been duly complied with.
7. Within 7 days from the date of applying to the Regional Director, the applicant shall publish a notice in the newspapers at his own expense. Copy of such notices shall be sent to the Regional Director in Form INC 19 immediately after the publication of the notice.

8. Simultaneously, proof of serving of notice shall be sent to the below authorities by registered post or in-hand delivery:
• Income Tax Officer or Chief Commissioner of Income Tax having jurisdiction over the Company
• Charity Commissioner
• Chief Secretary of the State in which the registered office of the Company is situated
• Central or State government department in whose jurisdiction the Company is operating

Within 60 days from the receipt of the notice, the above authorities may make representations, if any, to the Regional Director. Upon satisfaction, the Regional Director has the right to approve the application of conversion of Section 8 Company to any company of the other kind, subject to all prevailing terms and conditions as it may deem fit at the time of conversion.

Documents for section 8 company to private company conversion


EGM notices and documents

MOA and AOA

Declarations and Affidavits

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Procedure for Conversion of section 8 company to private limited

1

Passing Special Resolution

Company will pass special resolution in its EGM and file its certified true copy in form MGT 14.
2

Application to Regional Director

Application in INC 18 has to be made to RD for approval of conversion along with requisite documents.
3

Newspaper Advertisement

Within 1 week of filing the application to RD, advertisement in two newspaper has to be made in INC 19.
4

New Incorporation Certificate

Once approval obtained from RD, copy of the same along with amended MOA & AOA to be filed to ROC and in lieu of it, a new COI is issued after conversion.

Mandatory requirements in conversion of Company

All the financial statements and annual returns has to filed upto date prior making the application to the RD.

A declaration has to be made by all the Directors, that no income of the Company has been distributed amongst its members, or any persons claiming through them.

A certificate from the practicing CA/CS/CWA, stating that all the rules and regulations related to the conversion has been complied with has to be attached.

After effects of the conversion

  • After the conversion, the company cannot claim any privileges and exemptions, by virtue of being registered under section 8 of companies act, 2013.
  • If company any has acquired any kind of immovable property at any concessional rate from the government, then the difference from the market price that time has to be paid.
  • In case of any unutilized income or accumulated profits of the company brought forward from the previous year shall be utilized for the purpose of settle outstanding dues, or any amount due to creditors, suppliers or loans advanced by promoters or members or any amount due to them and in case of any balance it shall be transferred to the Investor Education & Protection Fund within 30 days of conversion.

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