Conversion of Private Limited Company into Section 8 Company

Narendra Kumar

05 Sep, 2022

The main objective of the private limited company is to earn a profit and when they feel they should be foregone the profit motive then usually members of the company decided to convert to a Section 8 company (NGO). In this article, we will discuss step by step analysis of the conversion of a private limited company into section 8 company.

What is Section 8 Company?

In layman’s language, it is a Company registered under Section 8 of the Companies Act, 2013 with a charitable objective. It is basically a non-profit organization, the main objective of Section 8 Company is to do charity. If you want to repay your debts to the Society, you can convert your existing Private Limited Company into Section 8 Company.

What are the benefits I will get by converting into the Section 8 Company?

• Privilege and exemption under the provisions of Companies Act 2013
• No stamp Duty for Registration
• Tax deduction under Section 12A and Section 80G of income tax to the organization’s income and to the donors.

What is the procedure for Conversion of a Private Limited company into Section 8 Company?

Many times the Company or its Board members decide to shift their profit-making motive towards Samaritan causes as they feel that it’s their moral responsibility to give something back to the society in which the Company operates. A company can achieve these objectives by converting its Company’s status into Section 8 Company.

How do I Convert my Private Limited Company into Section 8 Company?

• Application for Name Reservation

The Promoters shall apply for the name reservation of the proposed Company with concerned ROC of the state where the proposed Company has to be formed in the E-Form INC-1 with the prescribed fees.

• Application for conversion in E-form RD-1

Now, a person or association of persons who want to convert into section 8 company shall file an application under E-form RD-1 along with prescribed fees to the registrar to grant a license under the Section 8 Companies act 2013.

The above application shall be filed along with the following Documents:

• Attach Form INC-12 with RD-1 form.
• The draft Memorandum of Association of proposed Company as per the form INC 13.
• The draft Article of Association of proposed Company
• The declaration by an Advocate or a Chartered Accountant or a Cost Accountant or a Company Secretary in practice in Form INC-14 confirming that MOA and AOA of a proposed company are in accordance with the provisions of Section 8 of the Act and the provision of the Act and rule in relation to the registration duly complies.
• The financial statement, Board report, Audit Report of existing private Company within 2 years preceding the application made or 1 year if a company has functioned only 1 year.
• A statement showing in detail of assets and liabilities as on the date of an application or 30 days preceding the application.
• An estimate of the future annual income and expenditure of the proposed company for next 3 years, specifying the sources of the income and the objects of the expenditure.
• The certified true copy of the resolution passed by the existing Company in General Meeting and Board Meeting for conversion into Section 8.
• A declaration under Form INC 15 from each person making an application.

Notice in Newspaper for Conversion

The Converting Company shall publish a notice in Form INC 26 at its own expense within a week from the date of an application made. The notice shall be published in one vernacular newspaper in the principal the district in which the registered office of the proposed company is to be situated or is situated and one in English newspaper in the district and on the websites as may be notified by the Central government;

The copy of the above notice published shall also file with Registrar immediately after the publication.

Issue of License by Registrar

Registrar could raise the applicant to furnish the approval or concurrence of the other Authority, Regulatory Body and department of Ministry of CG or SG.

The Registrar after considering the objections, if any, received within 30 days from the date of publication of notice and after consulting any authority, regulatory body, Department or Ministry of the CG and SG, as it may decide whether the license shall or shall not grant.

The license shall be in form INC-16 or from INC-17. The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one or partly in the other, such conditions of the license as may be specified by Registrar.