Conversion of Private limited company to Section 8

Private company mean company having following restriction in its articles:

a. Restricts the rights to transfer its share

b. Except in case of OPC, limits the number of its member to 200

Section 8 company

Company registered under section 8 company must have

a. Objects like promotion of commerce, art, science, sports, education, research, social welfare,
religion, charity, and protection of environment or any such other object.
b. Must apply its profits, if any , or other income in promoting its objects, and
c. Intends to prohibits the payment of any dividend to its members

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

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

For conversion:

1. Firstly make application for name approval through RUN

2. 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 license under section 8
company) accompanied by the following documents:
a) MOA & AOA of the company (MOA should be as per the section 8 company norms)
b) 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 there under and
as per all the requirement of the act and rules made there under relating to registrations
of the company under section 8 and matter incidentals or supplemental thereto have been
complied with.
c) 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 company has functioned only
1 yr)
d) 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.
e) Future annual income and expenditure estimate of the company for next 3 years,
specifying the sources of the income and the objects of the expenditure
f) Certified copy of the resolutions passed in general/ board meetings approving registration
of the company under section 8
g) Each of the person’s declaration making the application in Form No.INC.15
h) 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
i) 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);
j) 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
k) Licence shall be in Form No.INC.17. Or Form No.INC.16, as the case may be, and the
Registrar shall have power to include in the licence such other conditions as may be
deemed necessary by him.
l) 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.