# Conversion of Section 8 Company into Another Kind

A Section 8 company may convert into another type of company (private/public limited), subject to compliance with stringent procedures designed to safeguard public/charitable interest.

## 1. Steps for Conversion

### a. Pass a Special Resolution (SR)

Convene a general meeting and pass a Special Resolution approving the conversion.
The explanatory statement annexed to the notice must set out details of the conversion.

### b. Application to Regional Director (RD)

File Form INC-18 with the RD;
Along with fees and documents (copy of SR, notice of GM, etc.).

## 2. Notification Requirements

### a. Notice to Authorities

Serve notice by registered post or hand delivery to:

The Income Tax Officer of the area;
The Charity Commissioner;
Any department of Central / State Government having jurisdiction over the company;
The Chief Secretary of the State where the registered office is situated.

### b. Right to Make Representation

These authorities may make representations to the RD within 60 days of receiving notice. The company must be given an opportunity to respond to such representations.

### c. Public Notice

The company must publish notice:

At least once in a vernacular newspaper and in an English newspaper circulating in the district of the registered office;
On the company's website (if any) and on the Central Government's notified website;
Within 1 week of filing the application with the RD.

## 3. Compliance Requirements

File all financial statements and annual returns up to the preceding FY.
If the application is made more than 3 months after the preceding FY, attach a statement of financial position (not older than 30 days of filing), certified by a Chartered Accountant.

## 4. Role of the Regional Director

If satisfied, the RD approves the conversion subject to such terms and conditions as deemed fit.
Before imposing conditions or rejecting the application, RD must give the company a reasonable opportunity of being heard.

## 5. Post-Approval Actions

Convene a general meeting and pass a Special Resolution to amend the MOA & AOA (to bring them in line with the new type of company).
File updated documents with the ROC to obtain a fresh Certificate of Incorporation.

## Process Flowchart

```

Special Resolution

↓

Form INC-18 → RD + Notice to IT/Charity Comm/CG-SG/CS

↓

Public notice in newspapers + website (within 1 week)

↓

Authorities may make representations within 60 days

↓

RD considers, gives company opportunity to be heard

↓

RD approves with terms & conditions

↓

Fresh SR to amend MOA/AOA

↓

ROC issues fresh Certificate of Incorporation

```

Worked example

### Example 1

Example 1 — Notice publication: XYZ Foundation (Sec. 8) files INC-18 with RD on 1 Jan. → Public notice in English + vernacular newspapers and on websites must be done by 8 Jan (within 1 week).

### Example 2

Example 2 — Late application: ABC Foundation's FY ended 31 March 2026 and files for conversion on 15 August 2026 (over 4 months later). → Must attach a statement of financial position dated not older than 30 days before filing, certified by a CA.

### Example 3

Example 3 — Representation: The Income Tax Officer makes a representation within 60 days raising concerns. → RD must give the company a chance to respond to those concerns before deciding.

### Example 4

Example 4 — Conditions: RD approves conversion subject to the condition that surplus accumulated as Sec. 8 must be transferred to another Sec. 8 entity. → Valid, since RD can impose terms — but must hear the company first.

⚠️ Common exam mistakes

Forgetting that TWO Special Resolutions are involved — one for approving conversion, another for amending MOA/AOA post-approval.
Missing the 1-week timeline for newspaper/website publication of notice.
Forgetting to serve notice on all four authorities — IT Officer, Charity Commissioner, CG/SG department, and Chief Secretary.
Skipping the CA-certified financial statement when filing more than 3 months after FY end.
Forgetting that RD must give an opportunity of being heard before rejecting or imposing conditions.

Reference: Sec. 8(4); Rules 21–22 — Companies Act, 2013; Companies (Incorporation) Rules, 2014

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Conversion of Section 8 Company into Other Kind

Worked example

⚠️ Common exam mistakes