Private Limited to Section 8 Conversion
A private limited to Section 8 conversion turns an existing company into a not-for-profit, with a licence under Section 8(5) of the Companies Act, 2013. You apply in Form INC-12, publish a newspaper notice within one week, and the public gets 30 days to object. We handle every step on the MCA V3 portal.
What it is
Private limited to Section 8 conversion lets an existing company run as a not-for-profit without closing down and registering afresh. The company applies for a Section 8 licence. Once granted, it drops “Private Limited” or “Limited” from its name and works under the Section 8 rules from then on.
Picture a Faridabad private limited company that ran coaching classes and now wants to work as a skills-training charity. Private limited to Section 8 conversion lets it keep the company it already has. The law is Section 8(5) of the Companies Act, 2013, read with Rule 20 of the Companies (Incorporation) Rules, 2014. The application is Form INC-12, filed with the Registrar on the MCA V3 portal. If you are starting from scratch rather than converting, see our page on registering a new Section 8 company.
Who it applies to
Your objects are charitable
The objects must fall within Section 8(1)(a): commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment or similar purposes.
Your shareholders will give up dividends
Section 8(1)(b) and (c) require all profits and income to go to the objects, with no dividend to members. For good.
You are a limited company
Rule 20 covers any limited company, private or public, registered under the 2013 Act or earlier company law. LLPs, firms and trusts cannot.
Why it matters
Keeps the company’s history
The same company carries on, with its CIN, bank accounts and track record.
Qualifies for tax registration and CSR funds
A Section 8 company can apply for registration under Section 332 and approval under Section 354 of the Income-tax Act, 2025 (the old 12A and 80G). With both, and a CSR-1 registration, it can receive CSR funds as an implementing agency.
Keeps limited liability
Section 8(2) gives a Section 8 company all the privileges, and all the obligations, of a limited company.
Documents required
Corporate papers
- Certified copy of the board and general meeting resolutions approving the conversion
- Draft e-MOA and e-AOA in Section 8 form, with the new name
- Statement of assets and liabilities, dated within 30 days before the application
Declarations
- Form INC-14: declaration by a practising CA, CS, cost accountant or advocate that the application complies with Section 8
- Form INC-15: declaration by each person making the application
Filings and IDs
- Latest audited financial statements and annual return on record
- Valid digital signature certificate of an authorised director
- Copy of the published INC-26 newspaper notice
How it works
Check the objects and the shareholders
We check that your objects fit Section 8(1)(a) and that every shareholder accepts the no-dividend rule.
Pass the board and shareholder resolutions
The board calls a general meeting, where shareholders approve the conversion, the new name and the new memorandum and articles. The special resolution goes to the ROC in Form MGT-14 within 30 days.
File Form INC-12 with the Registrar
We file INC-12 on the MCA V3 portal with the draft e-MOA and e-AOA, INC-14, INC-15 and the statement of assets and liabilities.
Publish the INC-26 notice
Within one week, the notice runs in a vernacular and an English newspaper circulating in your district. Objections go to the Registrar within 30 days.
Receive the licence and update the records
The Registrar grants the licence in Form INC-17, with any conditions it sets. Your new name and documents then show on the MCA record. We follow through with PAN, GST, bank and letterhead updates.
Timelines
MGT-14 within 30 days
The special resolution reaches the ROC within 30 days (Section 117).
Newspaper notice within one week
INC-26 runs within one week of filing INC-12; a copy goes to the Registrar.
Objection window of 30 days
Objections close 30 days after publication; then the Registrar decides.
Going the other way: Section 8 to private limited
Leaving Section 8 is much harder than joining it. Section 8(4)(ii) allows it only after meeting prescribed conditions.
| Private limited to Section 8 | Section 8 to private limited | |
|---|---|---|
| Application | Form INC-12 to the Registrar | Form INC-18 to the Regional Director |
| Resolution | Board and shareholders | Special resolution with an explanatory statement on privileges and exemptions enjoyed |
| Public notice | INC-26, objections within 30 days | Newspaper notice, plus notice to tax and other authorities, who get 60 days to object |
| Conditions | Licence conditions set by the Registrar | No-objection certificates, all filings up to date, refund of benefits and subsidies as ordered |
Here is the catch: there is a tax cost too. Under Section 352 of the Income-tax Act, 2025, a registered non-profit that converts into a form not eligible for registration pays tax on its accreted income at the maximum marginal rate. So think of conversion into Section 8 as a one-way door.
What happens if you break the licence conditions
You can lose the licence
Under Section 8(6) the Central Government may revoke the licence for breach of its conditions, after a hearing.
The company and directors pay fines
Section 8(11) fines the company ₹10 lakh to ₹1 crore, and directors and officers in default ₹25,000 to ₹25 lakh. Fraud is dealt with under Section 447.
The company may be wound up or merged
After revocation, Section 8(7) lets the government order winding up or amalgamation with a similar Section 8 company.
Frequently asked questions
Can an existing private limited company become a Section 8 company?
Yes. Section 8(5) of the Companies Act, 2013 lets any limited company with Section 8 objects apply for a licence, provided it will apply its income only to those objects and prohibit dividends. The application is Form INC-12 under Rule 20 of the Companies (Incorporation) Rules, 2014. Once the licence is granted, the company drops “Private Limited” from its name and continues with the same CIN.
Which form is used to convert a company into a Section 8 company?
Form INC-12 is the application for a Section 8 licence. It is filed with the Registrar on the MCA V3 portal, along with the draft e-MOA and e-AOA, the INC-14 professional declaration, INC-15 declarations from the applicants and a statement of assets and liabilities. The licence itself is issued in Form INC-17. We prepare and file the full set together.
Is a newspaper advertisement required?
Yes. Within one week of filing INC-12, the company must publish a notice in Form INC-26 in at least one vernacular newspaper and one English newspaper circulating in the district of its registered office. Objections may be sent to the Registrar within 30 days of publication. We draft the notice and coordinate the publication for you, so the timing never slips.
Will the company keep its CIN, PAN and bank accounts?
Yes, the company stays the same legal entity. Only its name and constitution documents change once the licence is granted. You then update PAN records, GST registration, bank accounts and letterheads with the new name. Contracts and property stay with the company, which is the main reason to convert rather than start afresh.
Can shareholders still receive dividends after conversion?
No. Section 8(1)(c) requires the company to prohibit payment of any dividend to its members, and Section 8(1)(b) requires all profits and income to be applied to its objects. Shareholders still own their shares and vote at meetings. Reasonable payment for actual services, such as salary for a working director, is a separate matter we can review with you.
Does the company get tax exemption automatically?
No. The Section 8 licence is a company-law approval. For income-tax exemption, the company applies for registration under Section 332 of the Income-tax Act, 2025, which replaces the old Section 12A and 12AB from 1 April 2026. Approval under Section 354, the old 80G, lets donors claim a deduction. We file both once the licence is in hand.
Can a Section 8 company convert back into a private limited company?
Yes, but only on strict conditions under Section 8(4)(ii). The company passes a special resolution and applies to the Regional Director in Form INC-18. Tax and other authorities get 60 days to object, and the order may require the company to refund benefits and subsidies. Section 352 of the Income-tax Act, 2025 also taxes accreted income. Plan the conversion as permanent.
What changes in annual compliance after conversion?
AOC-4 and the annual return continue, but a Section 8 company is never a small company, so it files MGT-7, not MGT-7A. Any later change to the memorandum or articles needs prior Central Government approval under Section 8(4)(i). We can take over this ongoing Section 8 compliance for you.
What if the Registrar receives objections?
The Registrar considers any objections received within the 30-day window before deciding. Most can be answered with documents, such as proof that the objects are charitable or that creditors are being paid. The Registrar may also attach conditions to the licence or ask for changes in the memorandum and articles. We draft the replies and track the application until the licence is issued.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government costs include the INC-12 fee, the MGT-14 fee (₹200 to ₹600 by authorised capital) and the newspaper charges.
Ready to begin?
Send us your memorandum and planned work; we will tell you if the Section 8 licence fits.