Article explains Procedure to Convert a company Register under Section 8 of Companies Act, 2013 into a Private Limited Company.  Article contains Steps to Convert Section 8 Company into a Private Limited Company, Step-wise Documents Required for conversion of Section 8 Company into a Private Limited Company, Forms to be filed for Section 8 Company into a Private Limited Company and time period for filing of various Forms and documents for Section 8 Company into a Private Limited Company.

S.no. Steps Requisites Days in between Form / Tick
1. a) Convene a General Meeting to pass the resolution for conversion and alteration of moa and aoa.

b) Pass a SR under Rule 21 of The Companies (Incorporation) Rules, 2014.

c) File MGT-14 with A certified true copy of the special resolution along with a copy of the Notice convening the meeting including the explanatory statement.

SR
Notice of EGM
Attendance Sheet
Minutes
30 days of EGM MGT-14
2. File an application in Form No. INC.18 with the Regional Director and copy of it to ROC in GNL-2 form and physically. MOA INC.18
AOA GNL-2
BR
SR+Notice+Explanatory
PCS Certificate
Auditor Certificate
Registered Valuer Certificate
Annual Filings of last 2 financial years.
3. Publish a notice in Form No. INC-19, and a copy of the notice, as published, shall be sent forthwith to the Regional Director. Within a week of INC-18 Publication in INC-19 Copy to RD, ROC
4. The company shall send Copy of the INC-19, simultaneously with its publication, together with a copy of the application(INC-18) and all attachments by registered post or hand delivery Chief Commissioner of Income Tax having jurisdiction over the company Income Tax Officer who has jurisdiction over the company, the Charity Commissioner the Chief Secretary of the State in which the registered office of the company is situated, any organisation or Department of the Central Government or State Government or other authority under whose jurisdiction the company has been operating
5. The Regional Director may require the applicant to furnish the approval or concurrence of any particular authority for grant of his approval for the conversion and he may also obtain the report from the Registrar.
6. On receipt of the application, and on being satisfied , the Regional Director shall issue an order approving the conversion of the company into a company of any other kind subject to such terms and conditions as may be imposed in the facts and circumstances of each case including the following conditions, namely;-
7. the company shall give up and shall not claim, with effect from the date its conversion takes effect, any special status, exemptions or privileges that it enjoyed by virtue of having been registered under the provisions of section 8;
8. if the company had acquired any immovable property free of cost or at a concessional cost from any government or authority, it may be required to pay the difference between the cost at which it acquired such property and the market price of such property at the time of conversion either to the government or to the authority that provided the immovable property;
9. any accumulated profit or unutilised income of the company brought forward from previous years shall be first utilized to settle all outstanding statutory dues, amounts due to lenders claims of creditors, suppliers, service providers and others including employees and lastly any loans advanced by the promoters or members or any other amounts due to them and the balance, if any, shall be transferred to the Investor Education and Protection Fund within thirty days of receiving the approval for conversion;
10. Before imposing the conditions or rejecting the application, the company shall be given a reasonable opportunity of being heard by the Regional Director
11. On receipt of the approval of the Regional Director, the company shall convene a general meeting of its members to pass a special resolution for amending its memorandum of association and articles of association as required under the Act consequent to the conversion of the section 8 company into a company of any other kind;
the Company shall thereafter file with the Registrar.
a certified copy of the approval of the Regional Director within thirty days from the date of receipt of the order in Form No.INC.20 along with the fee;

amended memorandum of association and articles of association of the company.

a declaration by the directors that the conditions, if any imposed by the Regional Director have been fully complied with.

30 days of order INC-20
12. On receipt of the documents referred to in sub rule (10) above, the Registrar shall register the documents and issue the fresh Certificate of Incorporation.

FAQ

1.What are the mandatory points to be mentioned in Explanatory Statement?

Explanatory statement must have following points:

(a) the date of incorporation of the company;

(b) the principal objects of the company as set out in the memorandum of association;

(c) the reasons as to why the activities for achieving the objects of the company cannot be carried on in the current structure i.e. as a section 8 company;

(d) if the principal or main objects of the company are proposed to be altered, what would be the altered objects and the reasons for the alteration;

(e) what are the privileges or concessions currently enjoyed by the company, such as tax exemptions, approvals for receiving donations or contributions including foreign contributions, land and other immovable properties, if any, that were acquired by the company at concessional rates or prices or gratuitously and, if so, the market prices prevalent at the time of acquisition and the price that was paid by the company, details of any donations or bequests received by the company with conditions attached to their utilization etc.

(f) details of impact of the proposed conversion on the members of the company including details of any benefits that may accrue to the members as a result of the conversion

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