INC – 18

Application to Regional director for conversion of section 8 company into company of any other kind 

• eForm INC-18 is required to be filed pursuant to Section 8 (4) (ii) of the Companies Act, 2013 and Rule 21(3) of Companies (Incorporation) Rules, 2014.
• An existing company registered under section 8 seeks to convert itself into a company of any other kind shall make an application to the Regional Director for conversion of its status. Once the approval is given by the Regional Director, the company shall cease to enjoy all the privileges/ concessions obtained by it on account of being a Section 8 company.
• Enter a valid CIN.
• Describe the proposed objects of the company after the conversion.
• Explain the changes in activities and operations of the company after conversion
• Explain the manner of application/ use of the company’s income and assets after the proposed conversion.
• Explain in detail the reason for converting the section 8 company into any other kind of company.
• Enter the SRN of eForm MGT-14 filed for special resolution authorizing conversion of section 8 company into any other kind.
• Enter DIN/ Income tax PAN of the director and KMP associated with CIN only.
• The company is required to attach the proof of payment for the difference amount between cost of acquisition and market price at the time of conversion to the government or such authority if it has acquired any immovable property free of cost or at concessional rate since incorporation.
• User is required to specify the balance amount of accumulated profit or unutilized income after payment of all outstanding statutory or other dues as the same is required to be transferred to IEPF by the company within 30 days of approval of conversion.
• The company is required to publish a notice in Form INC-19 in newspaper within a week from the date of this application and shall also send a copy of the notice along with application to the specified authorities as per rules of the state in which the registered office of the company is situated.
• User is required to file copy of publication of notice and also proof of serving such notice to the specified authorities.
• Select a professional (Chartered Accountant/ Company Secretary/ Cost Accountant) from the list of drop down values who has been engaged for giving declaration for compliance of conditions for conversion of section 8 into any other kind.

Attachments:

• Memorandum of association
• Articles of association
• Certified true copy of board resolution(s) authorizing conversion
• Certified true copy of the special resolution passed for approval for conversion into any other kind and notice convening the general meeting along with the relevant explanatory statement annexed thereto
• Certificate from CA/CS/CWA (in practice) certifying that the conditions laid down in the Act and rules, have been complied with
• Statement of assets and liabilities of the company as on the date not earlier than thirty days of that date duly certified by the auditor
• Copy of valuation report by a registered valuer about the market value of assets
• Audited financial statements, the Board’s reports, annual returns and the audit reports for each of the two financial years immediately preceding the date of the application or, where the company has functioned only for one financial year, for such year
• NOC from all the creditors is mandatory in case yes is selected in field 7.

The following attachments are optional:

• Statement of financial position if applicable
• Full details of fixed assets alienated if any, during the preceding three financial years.
• Written consent of the lenders is mandatory if any loan is outstanding.
• NOC from the concerned authority in case special status is mandatory when the company has obtained any special status/ privilege

• Proof of payment of differential amount is mandatory if the company has acquired any immovable property through lease or otherwise from any Government or authority or body corporate or person since incorporation at concessional rate or free of cost.

• Details of donation/grant/benefit received since incorporation of company is mandatory if company has received any donation and/or grant/benefits from any person or authority since incorporation.
• Copy of NOC received from sectoral regulatory authority is mandatory if company is being regulated by any sectoral regulator.

 Fees: Rs. 2000/-

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