Skip to main content

Section 8 company converts into any other kind of a company

section 8 company


1.For converting a Section 8 company into any other type of company. Firstly, you will have to seek the approval of shareholders for the conversion.

2.Hold a meeting of the board by complying with the requirements of section 173 of the 2013 act. The provision of sect ion 173 of the 2013 act are applicable to a Section 8 company. Only to the extent that board should hold at least one meeting  in every six months. The provisions of SS-1 is relating to board meetings. It shall not apply to a Section 8 company. Convene an EGM by issuing a notice and comply with the provisions of section 100 of the 2013 act.
3.Draw up the explanatory statement as per section 102(2) of the 2013 act for the special resolution to be passed stating. The reasons for the conversion in detail including the following particulars.
(i) Registration date of the company.
(ii) Principal objects of the company as set out in the MOA.
(iii) The reasons as to why the activities for achieving the objectives of the company cannot carried on in the current structure as a Section 8 company.
(iv) If the principal objects are proposed to be altered what would be the altered objects. The reasons for such alteration.
(v) What are the concessions and privileges presently enjoyed by the company. Such as excemptions, approvals for receiving donations or contributors land and other immovable properties. If any that were acquired by the company at concessional prices or rates or gratuitously. The market prices prevalent at the time of  acquisition. The price that was paid by the company. The information of any contributions or gifts accepted by the company with provisions related to their utilization’s etc..
(vi) Informations of impact of the proposed conversion on the members of the company containing informations of any rewards. That may accure to the members as a result of the conversion.
  1. Register a certified copy of the special resolution on with copy of the notice. Under section 102(2) convening the meeting along with the explanatory statements within 30 days of the resolution.
  2. If you fail to register the special resolution within the extended period stated in Section 403 along with the additional fees. The company shall be punishable with a fine of Rs.5 lacs.
  3. Register the Form No.INC-18 with the regional director with the fees along with the copy of special resolution duly certified with a copy of the notice for the meeting along with the explanatory statements thereto for approving the application for conversion.
  4. Attach with Form INC-18 proof of serving of notice to all authorities concerned as stated in Rule 22(2) of the companies(Incorporation)rules 2014.
(a) Within a week of filing the application with the regional directors in Chennai. The company should punish a notice as its expenditure. The copy of the notice as published and sent to the regional directors in Chennai. It shall be published in Form No. INC-19.
(i) Published in one of the local language and local newspapers of the district in which the registered office is located.
(ii) It may be notified by the central government of your company website.
(b) A copy of the notice together with copy of application. The entire attachments thereto simultaneously with the publication. It should be sent to the following authorities :
  • The chief commissioner of Income Tax having
  • The jurisdictional Income Tax Officer
  • The charity commissioner
  • Any organization or department of the central or state government.
  • The chief secretary of the state in which the registration office of the company is located
(iii) Copy of proof for serving such notice to the above authorities is to be attached with the application.
(iv) The board shall give a declaration that income of the company or no portion of its property has been or transferred or  shall be paid or  as dividend or bonus directly or indirectly persons who are or have been members of the registration company.
(v) The “No Objection Certificate”  shall be obtained from them and attached  and filed with the regional director with the application of their new company registration.
(vi) The company should file all financial statements and annual returns up to the financial year preceding with regional director. All other returns which are to be filed to the regional director in Chennai.
(vii) The company is also tags with the application . A certificate from a company secretary or cost accountant or chartered accountant confirming that the company has compiled with all the conditions under the act. The rules for conversion of the company to any other kind of company registration.
(viii) If the regional director requires the applier to provide the acceptance or consent of any specific consultants for permit of his espousal for the transformation. The company registration should be obtain such approval also.
(ix) If the regional director is satisfied that the application is complete in all respects. He may issue an order of conversion of the company into any other kind of company. Such conditions as he thinks necessary containing the following provisions namely :
  • The company shall deliver and shall not charge from the date of conversion any privilege which it enjoyed as a Section 8 company registration.
(x) The regional director shall give an opportunity to the company of being heard before imposing the conditions or rejecting the application.
(xi) Once the approval is received from the regional director :
  • The company should gather a conference of the company members to pass special declaration for developing its memorandum. The articles of association upon conversion of the company from a section 8 company.
  • Thereafter the registration company should file with the registrar the following :
  • The registered copy of the espousal of the regional director within 30 days from the date of receipt in Form No.INC-20 with fees.
  • Amended memorandum and articles of association
  • Statement by the directors that the provisions enforced by the regional director have been compiled with their registration to be held in Chennai.
(xii)Once the above documents are received. The registrar shall issue the fresh certificate of registration. After registering the documents in Chennai office.



Reference : 

http://www.solubilis.in/blog/section-8-company-converts-kind-company/


Comments

Popular posts from this blog

Do you wish to convert a firm into a Limited Liability Partnership

(1) Note that under Section 55 of the LLP Act, 2008 convert firm into an LLP with the provisions of the Second Schedule of the said Act.
(2) The second schedule of the said act convert firm into an LLP. If the partners of the LLP into which the firm is to be converted to involve the entire partners of the firm.
(3) Decide about the designated partners among the partners of the firm who shall beat least 2 in number.
(4) Make an application in Form No.7 for each designated partners for part of (DPIN)Designated Partner Identification Number with fee of Rs.100/- to the ROC in Chennai. The Limited Liability Partnership ( LLP) will be placed electronically. It is signed by the applicant in digitally.
(5) Follow the provisions of Rule 10 of the LLP rules 2009 and attach the documents specified in sub-rule (2) of the said rule to Form No.7. The LLP rules specified in sub-rule (3) of the said rule.
(6) Select a name for the proposed LLP and ensure that at least 6 choices are given  for avai…

Company service of documents on members

A document may be performed on a company or an officer sending the document to the company or the officer at the registered office of the company service by post under a certificate of by registered post or posting  or by leaving it at its registered office.
Company service of documents on members The document may be provided a company to any member either given to directly to the member. The company also sending it by him to post for his registered address. If the member has not registered their address in Chennai, the company is provided by him within India for the giving notices to him. Where a registration company sent the document by post has The service shall be deemed to be effected by addressing properly. To prepare and posting a letter that containing the document. The registration company is provided that a certificate is posting or by registered post to the documents has intimated to the member. The document of a company shall not be deemed to effected in the manner…

Proprietorship firm into a private company or public company

1.First and foremost, form a new registration company. If the new company registration is to be organized as a public limited company. Ensure that subscribers of the one to the aide-memoire of organization. The subscribers is seven in number. It is the proprietor of the partnership firm in a company.
If the new company registration is being organized as a private limited company. Ensure that one of the contributors to the aide-memoire of organization. The subscribers being not less than two in number. It is the proprietor of the proprietorship firm is to be converted into a new company.
2.Convert your proprietorship firm into a partnership firm and accept. The new company registration as one of the partners of your present proprietorship firm.
3.Serve in the objects clause of the aide-memoire of association of the new company registration. A particular clause which allows the new company to have the business.
4.The liabilities and assets of the proprietorship firm is converted into p…