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Existing Company to Section 8 Company Conversion

  • Transforms a profit-making entity into a non-profit vehicle while retaining the existing corporate history and brand name.
  • Enables the company to apply for tax exemptions under Sections 12AB and 80G of the Income Tax Act for charitable activities.
  • Improves eligibility for Corporate Social Responsibility (CSR) funds and government grants designated for non-profit organizations.
  • Provides a higher level of trust and legal recognition among international donors and institutional funding agencies.
  • Exempts the company from using the suffix "Limited" or "Private Limited" in its name, allowing for titles like "Foundation" or "Council."
  • Streamlines governance by allowing the company to focus entirely on its social or charitable objects rather than shareholder dividends.
  • Enhances the organization's ability to participate in policy-making and sector-specific advocacy at a national and global level.
  • Retains the limited liability protection for directors and members, ensuring personal assets remain shielded from organizational debts.

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7 Years

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144 k +

Trusted Clients

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36 k+

Queries Solved

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7 Years

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Cases Solved Icon

3622 +

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Existing Company to Section 8 Company Conversion

The conversion of an existing Private Limited or Public Limited Company into a Section 8 Company is a legal re-branding of the entity’s core purpose from "Profit-Oriented" to "Charitable or Social." This process is governed by Section 8(4)(ii) of the Companies Act, 2013, and requires the company to alter its Memorandum of Association (MoA) and Articles of Association (AoA) to align with strictly non-profit objectives. Unlike a fresh incorporation, this allows the entity to preserve its original Date of Incorporation and Corporate Identification Number (CIN), maintaining its historical track record.
In the 2026 MCA V3 regulatory framework, the transition is a dual-approval process. The company must first obtain a Section 8 License from the Regional Director (RD) by filing e-Form INC-12. This application must be backed by a three-year forecast of the company’s
charitable activities and financial projections. Once the license is granted, the company files e-Form MGT-14 to register the Special Resolution and e-Form INC-27 to formally change its status.
In the 2026 MCA V3 regulatory framework, the transition is a dual-approval process. The company must first obtain a Section 8 License from the Regional Director (RD) by filing e-Form INC-12. This application must be backed by a three-year forecast of the company’s
charitable activities and financial projections. Once the license is granted, the company files e-Form MGT-14 to register the Special Resolution and e-Form INC-27 to formally change its status.
For the FY 2025–26 cycle, strict attention must be paid to the "No-Profit Distribution" clause. The company must prove that all its existing assets and future profits will be applied solely toward promoting its social objects. Furthermore, as part of the 2026 transparency mandate, the company must ensure its Audit Trail (Edit Log) enabled software is configured to handle the reporting of "Donations and Grants" rather than "Sales and Revenue." This ensures that the shift in financial character is documented with the high level of digital integrity required for non-profit oversight.

Document Required

Documents
  • 1 Permanent Account Number (PAN) Card of the Company.
  • 2 Aadhaar Card of all the existing Directors and Shareholders.
  • 3 Aadhaar Card of all the existing Directors and Shareholders.
  • 4 Draft Altered MoA and AoA specifically drafted for Section 8 status.
  • 5 Statement of Assets and Liabilities certified by a CA (not older than 30 days).
  • 6 Estimation of Income and Expenditure for the next three financial years.
  • 7 Declaration by Directors (Form INC-14) and Professionals (Form INC-15).
  • 8 Copy of Newspaper Advertisements published in the prescribed format.
  • 9 Board Resolution and Special Resolution copies passed for the conversion.

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Comparison

Compliance Name Description Due Date
12AB & 80G Application Applying for fresh tax-exempt status in the new category of the company. 30–60 Days
Update Name & Stationery Removing "Private Limited" and updating the name on all official documents. Immediate
Bank Account Update Intimating the bank regarding the change in status and name. 15 Days from CoI
CSR-1 Registration Registering with the MCA to become eligible for receiving CSR funds. Post 12AB/80G

Comparison

Step Name Short Description Estimated Timeline
Board & General Meeting Passing a Special Resolution to approve the conversion and MoA/AoA changes. 2–3 Days
License Application (INC-12) Applying to the Regional Director for the grant of a Section 8 License. 15–20 Days
Newspaper Notice (INC-26) Publishing a notice in two newspapers for public objections to the conversion. 14 Days
MGT-14 Filing Filing the Special Resolution with the ROC within 30 days of the meeting. 1 Day
INC-27 Filing Receipt of the fresh License and updated Certificate of Incorporation. 5–7 Days

Penalty and Non-compliance Risk

Penalty and Non-compliance Risk

Revocation of the Section 8 License for non-compliance with charitable objects
Rejection of INC-12 due to public objections or pending litigations
Monetary penalties for failure to file MGT-14 or INC-27 within timelines
Loss of tax-exempt status under Section 12AB/80G
Prosecution for misrepresentation of non-profit intent
Personal liability of directors for profit distribution in violation of Section 8

FAQs

Can any Private Limited Company convert into Section 8? Yes, provided its

objects are for promoting commerce, art, science, sports, education, or other social welfare activities.

What happens to the existing profits/reserves?
Is it mandatory to change the company name?
Is a fresh PAN issued?
How many directors are required?
What is the significance of the INC-26 newspaper notice?
Can the directors receive a salary?
Is an audit mandatory after conversion?
What is the "Audit Trail" requirement for 2026?
Can the company distribute dividends?

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Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

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" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
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" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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