Conversion of Sec 8 to Public Limited Company to Private Limited Company

Conversion of a Section 8 Company to a Regular Public or Private Company

The conversion of a Section 8 company (a non-profit entity) to a normal company involves several key steps, as outlined below:

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1. Board Meeting:

The company must convene a Board Meeting to decide on the time, location, and agenda for the General Meeting of members. During this meeting, the Company Secretary or Director will be authorized to issue the notice for the General Meeting.

2. Issuing the Notice for the General Meeting:

A notice of the General Meeting must be sent to all members, directors, and auditors at least 14 clear days before the meeting, in compliance with Section 101 of the Companies Act, 2013. The notice should specify the date, time, venue, and the items to be discussed at the meeting.

3. Conducting the General Meeting and Passing Resolutions:

- The General Meeting should be held as planned.
- The following special resolutions must be passed:
  - Modify the Name Clause in the MOA by replacing “Section 8” with “Ltd. Or Pvt Ltd.”
  - Pass a resolution under Section 14 to amend the MOA, removing the provisions specific to Section 8 companies and replacing them with the standard clauses applicable to a regular company.
  - Amend the AOA to reflect these changes and ensure it complies with the regulations governing companies.

These resolutions should be passed individually, on a clause-by-clause basis.

4. Filing with the Registrar of Companies (ROC):

After the resolutions are passed, file Form MGT-14 with the ROC within 30 days to inform them of the special resolutions.

5. Application to the Regional Director:

The company must submit an application to the Regional Director in Form INC-18, along with the prescribed fee, a certified copy of the special resolution, and the notice convening the General Meeting (including the explanatory statement).

6. Publishing the Advertisement:

Within one week of submitting the application to the Regional Director, the company is required to publish an advertisement in Form INC-19 in both a vernacular newspaper and an English newspaper widely circulated in the district where the company’s registered office is located. Additionally, the notice should be posted on the company’s website, if applicable.

7. Filing with the ROC After Receiving Approval from the Regional Director:

After receiving the Regional Director’s approval, the company must file Form INC-20 with the ROC within 30 days. This filing should include a certified copy of the approval order, along with the amended MOA and AOA.

8. Final Registration by the ROC:

Once the Registrar of Companies registers the documents, the conversion is complete, and the company will officially become a regular company.

By following these steps, a Section 8 company can transition into a regular company, in accordance with the requirements set out in the Companies Act, 2013.

Feel free to contact us for assistance with the conversion process or any related queries. We are here to guide you through every step of the conversion efficiently.