Existing Section 8 Company
Existing Section 8 Company to Private/Public Company – Overview
A Section 8 Company is formed with charitable or not-for-profit objectives, where profits are mandatorily ploughed back into the organization and not distributed as dividends. However, there are cases where promoters decide to convert an existing Section 8 Company into a Private Limited or Public Limited Company. This may be due to a shift in business objectives, the need for profit distribution, or the desire to raise funds through equity participation.
The Companies Act, 2013 permits such conversion, but only with the prior approval of the Regional Director (RD) and subject to strict conditions. The company must ensure that all outstanding obligations, grants, and concessions received as a Section 8 entity are duly settled or complied with. Post conversion, the entity enjoys all the benefits of a regular company, such as limited liability, separate legal entity, and scalability, while being governed as a profit-making enterprise under the Act.
At Cardiff Services, we provide complete support for this transition — from preparing applications and drafting revised MOA & AOA to filing with the RD and Registrar of Companies (ROC), ensuring compliance with all regulatory requirements for a seamless conversion.
Key Features of Conversion of Section 8 Company into a Private/Public Company
Change in Objective – Allows the company to shift from charitable/not-for-profit purposes to commercial, profit-making activities.
Profit Distribution Permitted – Unlike a Section 8 Company, post-conversion profits can be distributed to shareholders as dividends.
Regulatory Approval Required – Conversion is permitted only with prior approval of the Regional Director (RD) and ROC.
Alteration of MOA & AOA – Company must adopt fresh constitutional documents aligned with its new business objectives.
Settlement of Liabilities & Benefits – Any grants, subsidies, or tax exemptions received as a Section 8 entity must be addressed before conversion.
Corporate Benefits Retained – Continues as a registered company with separate legal identity, limited liability, and perpetual succession.
Scalability – Post conversion, the company can raise equity capital, bring in shareholders, and expand operations.
Governance Requirements – Becomes subject to compliance standards applicable to Private or Public Limited Companies.
Documents Required for Conversion of Section 8 Company into Private/Public Company
Corporate Documents
Certificate of Incorporation of the existing Section 8 Company
Current Memorandum of Association (MOA) & Articles of Association (AOA)
Draft altered MOA & AOA aligned with new profit-making objectives
Certified true copy of Board Resolution and Shareholders’ Special Resolution approving conversion
Regulatory & Compliance Records
Latest Audited Financial Statements of the Section 8 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)
Details of grants, donations, subsidies, or concessions availed as a Section 8 entity
Directors & Shareholders’ Details
PAN & Aadhaar of all directors and shareholders
Identity proof – Passport / Voter ID / Driving License
Address proof – Utility bill or bank statement (not older than 2 months)
Passport-size photographs of all directors
Consent letters from directors (DIR-2) and declarations (DIR-8)
Registered Office Proof
Latest electricity/telephone bill of registered office premises
Rent Agreement / Lease Deed (if applicable)
No Objection Certificate (NOC) from property owner
Other Supporting Documents
Detailed note on reasons and justification for conversion
Declaration that all concessions, benefits, and grants received as Section 8 are properly accounted for or repaid, if required
Digital Signature Certificates (DSC) for all directors
Director Identification Numbers (DIN) of all directors
Step-by-Step Procedure for Conversion of Section 8 Company to Private/Public Company
Board Meeting
Convene a Board Meeting to propose conversion into a Private or Public Company.
Approve draft altered MOA & AOA with new profit-making objectives.
Approve calling of an Extraordinary General Meeting (EGM).
Shareholders’ Approval
Conduct the EGM and pass a Special Resolution approving conversion.
Approve alteration of MOA & AOA to remove Section 8 restrictions.
File the Special Resolution with ROC in Form MGT-14 within 30 days.
Application to Regional Director (RD)
File an application in Form INC-18 with the RD along with:
Copy of Special Resolution & Board Resolution
Altered MOA & AOA
Audited financial statements and statement of assets & liabilities
Details of grants, subsidies, or concessions received as Section 8
Declarations by directors confirming compliance with conditions for conversion
Scrutiny by RD
The Regional Director examines the application.
Additional clarifications or documents may be requested.
On satisfaction, RD issues approval for conversion.
Filing with Registrar of Companies (ROC)
File Form INC-20 with ROC along with RD approval and supporting documents.
ROC issues a fresh Certificate of Incorporation, confirming conversion into a Private or Public Company.
Post-Conversion Compliance
Apply for new PAN/TAN (if required).
Update GST, bank accounts, and statutory licenses.
Inform donors, vendors, and stakeholders of the new company status.
Ensure compliance with governance requirements applicable to Private or Public Limited Companies.
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