Conversion of private compny into section 8 company
This query is : Resolved
19 March 2018
WHAT IS THE PROCEDURE FOR CONVERSION OF PRIVATE COMAPNY INTO SECTION 8 COMAPNY?
19 March 2018
1. The company shall make an application in Form INC – 12 along with the fee as provided to the Registrar for a licence under sub-section (5) of section 8.
2. According to Section 8 of the Act, the applicants have to prove to the satisfaction of the Registrar of Companies that an association is already in existence as a limited company for promoting commerce, art,science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object and that the association intends to apply its profits, if any, or other income, for promoting its objects and that it prohibits the distribution of any dividend to its members.
3. Along with Form INC - 12, for issue of licence u/s 8, the following documents are also required to be attached:
(i) The memorandum and articles of association of the company;
(ii) The declaration as given in Form INC – 14 by an Advocate, a Chartered accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
(iii) For each of the two financial years immediately preceding the date of the application, or when the company has functioned only for one financial year, for such year (i) the financial statements, (ii) the Board’s reports, and (iii) the audit reports, relating to existing companies
(iv) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;
(v) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
(vi) the certified copy of the resolutions passed in general/ board meetings approving registration of the company under section 8; and
(vii) a declaration by each of the persons making the application in Form INC – 15.
(viii) List of proposed promoters.
(ix) List of proposed directors.
(x) List of key managerial personnel
4. The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in Form INC – 26 and shall be published-
(i) 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 that district; and (ii) on the websites as may be notified by the Central Government.
5. 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).
6. The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of
publication of notice, and after consulting any authority, regulatory body, Department or Ministry 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.
7. The licence shall be in Form INC – 16 or Form INC – 17, 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.
8. The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and
partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.
2. According to Section 8 of the Act, the applicants have to prove to the satisfaction of the Registrar of Companies that an association is already in existence as a limited company for promoting commerce, art,science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object and that the association intends to apply its profits, if any, or other income, for promoting its objects and that it prohibits the distribution of any dividend to its members.
3. Along with Form INC - 12, for issue of licence u/s 8, the following documents are also required to be attached:
(i) The memorandum and articles of association of the company;
(ii) The declaration as given in Form INC – 14 by an Advocate, a Chartered accountant, Cost Accountant or Company Secretary in Practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
(iii) For each of the two financial years immediately preceding the date of the application, or when the company has functioned only for one financial year, for such year (i) the financial statements, (ii) the Board’s reports, and (iii) the audit reports, relating to existing companies
(iv) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of the application or within thirty days preceding that date;
(v) an estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
(vi) the certified copy of the resolutions passed in general/ board meetings approving registration of the company under section 8; and
(vii) a declaration by each of the persons making the application in Form INC – 15.
(viii) List of proposed promoters.
(ix) List of proposed directors.
(x) List of key managerial personnel
4. The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in Form INC – 26 and shall be published-
(i) 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 that district; and (ii) on the websites as may be notified by the Central Government.
5. 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).
6. The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of
publication of notice, and after consulting any authority, regulatory body, Department or Ministry 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.
7. The licence shall be in Form INC – 16 or Form INC – 17, 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.
8. The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and
partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.
19 March 2018
Thanks Sir. First I have to apply for Name through RUN Only Board Resolution is sufficient to submit at that time.
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20 March 2018
No need to apply for Name
20 March 2018
unless you want to change the name of your existing private company
20 March 2018
Thank yuu Sir. I will apply for change in name through Run then will Upload INC 12.
20 March 2018
There need to pass Special Resolution for Conversion and Name change. The same has to file in E-FORM MGT-14. Then required to give advertisement as it would be part of attachment in INC-12.Then Uploading INC-12. Kindly guide is the same order I have to follow.
20 March 2018
YES YOU HAVE TO FOLLOW THIS ORDER.
20 March 2018
Thank You Sir.
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