Procedure For Conversion of Section 8 Company into Private Limited Company

1. The company shall convene a Meeting of its Board of Directors to pass a Board resolution for approving the proposal of converting the Section 8 Company into a company of any other kind.
2. The company shall convene a General Meeting of its Members to pass a Special resolution for approving the proposal of converting the Section 8 Company into a company of any other kind.
3. The company shall file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing Special Resolution in General Meeting along with the requisite documents and fees as specified in the Companies (Registration offices and fees) Rules, 2014.
4. The company shall file an application in Form No. INC-18 seeking approval from the Regional Director (RD) for its conversion into any other kind along with the prescribed fees and the documents prescribed under the Companies Act and rules therein;
5. An intimation along with copy of the application with annexures as filed in Form no. INC.18 with the Regional Director shall also go to the Registrar through MCA system. (A copy of the application with annexures as filed with the Regional Director shall also be filed with the Registrar.)
6. Serve the Notice to all other Authorities like Income Tax Department, Chief Secretary of the State where company’s registered office is situated or Any organization or Department of Central Government or State Government or other authority under whose jurisdiction the company has been operating.
7. a. Publish the Notice submitted to Regional Director [Rule 22(1) of Companies (Incorporation) Rules, 2014] at least once in a Vernacular newspaper and in principal vernacular language of the district where company’s registered office is located having wide circulation in that district, and at least once in English newspaper having a wide circulation in that district;
   1. on company’s website as may be notified or directed by Central Government
   2. Also, a copy of such published notice in Form No. INC 19 shall be forthwith sent to the Regional Director (RD).

8. Approval by the Regional Director (RD) [Rule 22(8), 22(9) & 22(10) of the Companies (Incorporation) Rules, 2014].

After getting the approval from RD:

1. The company shall convene a Board Meeting of its Board of Directors to pass a Board 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.
2. 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.
3. The company shall file Form MGT-14 with the Registrar of Companies (ROC) within 30 days of passing Special Resolution in General Meeting along with the requisite documents and fees as specified in the Companies (Registration offices and fees) Rules, 2014.
4. Company subsequent to the receipt of the approval of the Regional Director (RD) shall file a certified true copy of such approval within 30 days from the date of receipt of order in Form No. INC 20 along with stipulated fee and the following documents with the Registrar:
5. Copy of Order of Central Government
6. Certified true copy of altered Memorandum of Association and Articles of Associations

• Declaration of directors for compliance of conditions in case of surrender of license

1. Any other optional attachment(s) as may deem fit.
2. The Registrar shall register the documents furnished by the applicant company for conversion and thereafter issue a fresh Certificate of Incorporation.
3. ROC issue Fresh certificate of Incorporation.