Cardiff Services

Existing Company to Section 8

Existing Company to Section 8 Company Conversion – Overview

Sometimes businesses originally incorporated as Private or Public Limited Companies decide to shift their focus entirely to charitable or not-for-profit activities. In such cases, the Companies Act, 2013 allows conversion of an existing company into a Section 8 Company. A Section 8 Company is formed for promoting charitable objectives such as education, social welfare, environment, healthcare, arts, or research, where profits are applied only towards the company’s objectives and not distributed as dividends.

 

Converting an existing company into a Section 8 Company requires approval of shareholders, alteration of the Memorandum and Articles of Association, and prior permission from the Regional Director (RD) along with filings before the Registrar of Companies (ROC). The process ensures that the entity retains its corporate benefits — separate legal identity, limited liability, and perpetual succession — while gaining recognition as a not-for-profit company eligible for benefits like 12A, 80G, and CSR funding eligibility.

 

At Cardiff Services, we provide end-to-end support in converting an existing company into a Section 8 Company, from drafting resolutions and preparing fresh constitutional documents to filing applications with RD/ROC and updating statutory registrations, ensuring a smooth, compliant, and credible transition.

Key Features of Conversion to Section 8 Company

  • Charitable Objectives – Focused on promoting education, health, social welfare, environment, research, art, and similar non-profit causes.

  • No Profit Distribution – Profits and income must be used only for the company’s objectives; dividends cannot be distributed to members.

  • Separate Legal Entity – Retains corporate recognition as a distinct entity from its members.

  • Limited Liability – Members’ liability remains limited to their shareholding.

  • Perpetual Succession – Continuity is not affected by changes in directors or members.

  • Tax & Funding Benefits – Eligible for exemptions under 12A, 80G, and foreign contributions under FCRA, along with CSR funding from corporates.

  • Increased Credibility – Section 8 status enhances trust with donors, government agencies, and international organizations.

  • Corporate Governance – Strong compliance under the Companies Act ensures transparency and accountability.

Documents Required for Conversion of Existing Company to Section 8 Company

  1. Corporate Documents

    • Certificate of Incorporation of the existing company

    • Current Memorandum of Association (MOA) and Articles of Association (AOA)

    • Draft altered MOA & AOA aligned with charitable objectives

    • Board Resolution and Shareholders’ Special Resolution approving conversion

  2. Financial & Compliance Records

    • Latest audited financial statements of the company

    • Statement of assets and liabilities, certified by a Chartered Accountant

    • Copy of latest Annual Return (Form MGT-7) and Financial Statement (Form AOC-4)

  3. Director & Member Details

    • PAN and Aadhaar of all directors and members

    • Identity proof – Passport, Voter ID, or Driving License

    • Address proof – Recent utility bill or bank statement (not older than 2 months)

    • Passport-size photographs of directors

    • Declarations from directors in Form INC-15 and DIR-8

  4. Registered Office Proof

    • Electricity/telephone bill of registered office

    • Rent Agreement / Lease Deed (if rented)

    • No Objection Certificate (NOC) from property owner

  5. Other Supporting Documents

    • Detailed note on the proposed charitable activities of the company

    • List of existing directors and shareholders

    • Digital Signature Certificates (DSC) for all directors

    • Director Identification Number (DIN) or application for DIN, if not available

Step-by-Step Procedure for Conversion of Existing Company to Section 8 Company

  1. Board Meeting

    • Convene a Board Meeting to propose conversion into a Section 8 Company.

    • Approve draft Memorandum & Articles of Association aligned with charitable objects.

    • Approve calling of an Extraordinary General Meeting (EGM).

  2. Shareholders’ Approval

    • Conduct EGM and pass a Special Resolution approving conversion.

    • Approve alteration of MOA & AOA to incorporate charitable objectives.

    • File the resolution with ROC in Form MGT-14 within 30 days.

  3. Application to Regional Director (RD)

    • File Form INC-12 with the RD along with:

      • Altered MOA & AOA

      • Special Resolution & Board Resolution

      • Audited financial statements and statement of assets & liabilities

      • Declaration by Directors (Form INC-15)

      • Detailed note on proposed charitable activities

    • RD may request clarifications or additional documents during review.

  4. Approval from RD

    • Once satisfied, the RD grants a License under Section 8 of the Companies Act, 2013.

  5. Filing with Registrar of Companies (ROC)

    • After receiving RD license, file necessary incorporation/alteration forms with ROC.

    • ROC issues a fresh Certificate of Incorporation reflecting the company’s Section 8 status.

  6. Post-Conversion Compliance

    • Apply for new PAN and TAN in the name of the Section 8 Company.

    • Update GST, bank accounts, and statutory licenses.

    • Apply/renew 12A, 80G, and FCRA registrations for tax exemptions and foreign contributions.

    • Inform stakeholders, donors, and authorities of the conversion.

Frequently Asked Questions

A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.

If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.

It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.

For a company name search in Cardiff, you may need:

  • Proposed company name

  • Business entity type (Ltd, LLP, Partnership, etc.)

  • Jurisdiction (Cardiff / UK)

  • Owner or shareholder details (if applicable)

  • Business description

A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.

Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms