Special 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.

Special Resolution for Conversion into Section 8 Company

“RESOLVED THAT consent of the Members of the Company be & is hereby granted pursuant to  provisions of section 8 of the Companies Act, 2013 and subject to approval of Registrar of Companies and such other authorities as may be required for the conversion of the company into a 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 pursuant to section 8 of the Companies Act, 2013 and subject to approval of ROC, company do hereby amend the existing Memorandum of Association and Articles of Association by adopting the Memorandum of Association and Articles of Association consistent with the requirement of Section 8.

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Managing Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies.

Related Post :

Procedure for Conversion Into Section 8 Company

Draft MOA and AOA of Section 8 Company in INC-13

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