Draft Board Resolution for Conversion into Section 8 Company


A limited company registered under Companies Act, 2013 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 licence under subsection (5) of section 8.

Draft Board Resolution for Conversion into Section 8 Company

RESOLVED THAT pursuant to the provisions of section 8 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with rule 20 of the Companies (Incorporation) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force)  and Subject to the Consent of the Members of the Company in General Meeting and approval of the Central Government, Consent of the Board of Directors of the Company be & is hereby granted for the conversion of the company into a Section 8 Company i.e. Non profit making organization (an Association Not for Profit) and shall not pay any dividend to its shareholders & will employ its profits for the promotion of its objects and delete the word Limited from its existing name.

RESOLVED FURTHER THAT Mr. / Ms. ______ (Name of the person) Director/Company secretary be and is hereby authorized to sign, execute such documents, papers, applications, affidavits etc. as may be required to be filed with the relevant authorities, to hire consultant or to obtain such professional assistance as may deem fit and to do all such acts, and deeds that may be necessary and required with regard to the said application.

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