License under section 8 for new companies with charitable objects

A person or an association of persons (hereinafter referred to in this rule as “the proposed company”), desirous of incorporating a company with limited liability under sub-section (1) of section 8 without the addition to its name of the word “Limited”, or as the case along with the fee as provided in the Companies (registration Offices and Fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8. The memorandum of association of the proposed company shall be in Form No. INC. 13.

The application under sub-rule (1) shall be accompanied by the following documents, namely:-

• The draft memorandum and articles of association of the proposed company;
• The declaration in Form No. INC. 14 by an advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft 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.
• 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;
• The declaration by each of person making the application in Form No. INC.15.

License for existing companies

A limited company registered under this Act or under any previous company law, with any of the objects specified in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered under section 8, without the addition to its name of the word “Limited” or as the case may be, the words “Private Limited”, shall make an application in Form No. INC. 12 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a license under sub-section (5) of section 8.

The application under sub-rule (1), shall be accompanied by the following documents, namely:-

• The memorandum and articles of association of the company;
• The declaration as given in Form No. 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.
• 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 (1) the financial statements, (2) the Board’s reports, (3) the audit reports, relating to existing companies.
• 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;
• As 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;
• The certified copy of the resolutions passed in general or board meetings approving registration of the company under section 8; and
• A declaration by each of the persons making the application in Form No. INC. 15.

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 No. INC.26 and shall be published-

• 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
• On the websites as may be notified by the Central Government.

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). 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 not be granted. The license shall be in Form No. INC. 17, as the case may be, and the Registrar shall have the power to include in the license such other conditions as the case may be deemed necessary by him. The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.

Conditions for conversion of a company registered under Section 8 into a company of any kind

A company registered under section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion. The explanatory statement annexed to the notice convening the general meeting shall set out in detail the reasons for opting for such conversion including the following, namely:

• The date of incorporation of the company;
• The principal objects of the company as set out in the memorandum of association;
• 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;
• 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;
• 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.
• 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.

A certified true copy of the special resolution along with a copy of the Notice convening the meeting including the explanatory statement shall be filed with the Registrar in Form No. MGT.14 along with the fee. The company shall file an application in Form No. INC. 18 with the Regional Director with the fee along with a certified true copy of the special resolution and a copy of the notice convening the meeting including the explanatory statement for approval for converting itself into a company of any other kind and the company shall also attach the proof of serving of the notice served to all the authorities mentioned in sub-rule (2) of rule 22. A copy of the application with annexures as filed with the Regional Director shall also be filed with the Registrar. For Company Registration in Madurai -> Click here