Private Limited to Section 8

Company registered under section 8 company must: 

• have objects like promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, and protection of environment or any such other object.
• apply its profits, if any, or other income in promoting its objects, and
• intend to prohibit the payment of any dividend to its members

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

After this, the company needs to file MGT-14 within 30 days from the date of the resolution to the registrar of the company and for further process, the company needs to comply with the below mentioned steps. 

The following documents are required for converting a Private Limited Company into Section Company:

• MOA & AOA of the company (MOA should be as per the section 8 company norms)
• 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 years preceding the date of application or 1 year if the company has functioned only 1 year)
• Detailed assets statement (with the values thereof), and the liabilities of the company, as on the date of the application or within 30 days preceding that date.
• Future annual income and expenditure estimate of the company for the next 3 years, specifying the sources of the income and the objects of the expenditure
• Certified copy of the resolutions passed in general/ board meetings approving the registration of the company under section 8.
• Each of the person’s declaration making the application in Form No.INC.15

• Firstly, make an application for name approval through Reserve Unique Name (RUN).
• Make application in 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 a license under section 8 company) accompanied by the abovementioned documents.
• The company shall publish a notice in Form No. INC 26 at its own expense within a week from the date of making the application; A copy of the said notice shall be sent forthwith to the Registrar.
• The notice shall be published 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 the district and on the websites as may be 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 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 power to include in the license such other conditions as may be deemed necessary by him.
• 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.