Existing Company to Section 8
Convert your existing Private or Public Limited Company to a Section 8 non-profit company — special resolution, INC-12 licence application to the Regional Director, MOA/AOA amendment and new Certificate of Incorporation.
Convert your existing company to Section 8
Share your company details. We handle the special resolution, INC-12 and all MCA filings for conversion.
Talk to a CS →A complete existing company to section 8 package
Special Resolution
Special resolution to amend objects clause and alter MOA/AOA to include non-profit restrictions.
INC-12 Licence Application
Application for Section 8 licence filed with Regional Director — with MOA, AOA, financials and declaration.
MOA & AOA Amendment
Objects clause updated to charitable/social objects — no-dividend clause inserted in AOA.
Profit Utilisation Plan
Statement of how existing accumulated profits/reserves will be applied towards charitable objects.
New Certificate of Incorporation
ROC issues new CoI reflecting Section 8 status — company name suffix changes to reflect non-profit nature.
12A & 80G Registration
After conversion, 12A and 80G applied for to obtain income tax exemption and donor tax benefit.
What is needed for existing company to section 8
Charitable Objects Mandatory
Company's objects must be amended to exclusively include charitable, educational, scientific or social welfare purposes.
INC-12 to Regional Director
Licence application filed with Regional Director — not the ROC. RD reviews and grants or rejects the licence.
Special Resolution
Special resolution required to alter MOA objects clause and insert non-profit AOA provisions — MGT-14 filed.
No Dividend After Conversion
After conversion, the company cannot distribute any profits or dividends to members — all profits applied to objects.
Existing Profits Must Be Applied to Objects
The company must submit a plan for applying existing free reserves and profits to its charitable objects.
INC-27 Filed After Licence
After the RD grants the licence, INC-27 is filed with the ROC to formally record the conversion.
Existing accumulated profits and reserves cannot be distributed to members after conversion to Section 8. They must be applied towards the charitable objects. Any attempt to distribute reserves before conversion is treated as a dividend — taxable in the hands of shareholders. We advise on the proper pre-conversion structuring.
Common issues with existing company to section 8
Simple steps, no surprises
Special resolution and INC-12
Special resolution passed — INC-12 filed with Regional Director — licence awaited.
Licence received and INC-27 filed
RD grants Section 8 licence — INC-27 filed with ROC — new CoI issued.
MOA/AOA updated
Altered MOA and AOA reflecting non-profit objects and no-dividend clause filed with ROC.
12A and 80G applied
12A and 80G registration applications filed with Income Tax Department post-conversion.
Other services you may need
Frequently asked questions
Yes. An existing private or public limited company can be converted to a Section 8 company by filing Form INC-12 with the Regional Director to obtain a licence, passing a special resolution to alter the MOA and AOA, and filing Form INC-27 with the ROC after the licence is granted.
The process involves: (1) passing a special resolution to alter the objects clause and insert non-profit restrictions, (2) filing INC-12 with the Regional Director for the licence, (3) on licence grant, filing INC-27 with the ROC for conversion, and (4) applying for 12A and 80G with the Income Tax Department.
Yes. A Section 8 company can have paid-up capital — but it cannot distribute any part of its income or profits to its members as dividends. All income must be applied towards the charitable or social objectives of the company.
After conversion, existing profits and free reserves cannot be distributed to shareholders. They must be applied towards the Section 8 company's charitable objects as per a plan submitted to the Regional Director at the time of the INC-12 application.
Revocation of the Section 8 licence is possible by the Regional Director — but it comes with significant consequences including winding up or transfer of assets to another Section 8 entity. Converting back to a normal profit-making company is practically very difficult and attracts scrutiny.
Ready to convert your existing company to Section 8?
We handle the special resolution, INC-12 licence and INC-27 filing — complete non-profit conversion.