Can a registered society get converted in a Sec 8 Company. If yes, how.
Also state the procedure and form which needs to be filed
A registered society can be converted into section 8 company only as a company limited by guarantee.
For the purposes of Conversion of Society into Section 8 Company, the provision of Chapter II of the Companies Act, 2013 relating to incorporation of company and matters incidental thereto shall be applicable mutatis mutandis for such registration.
IN ADDITION TO THAT
A registered Society shall attach and provide the following documents and information to the Registrar along with Form No. URC. 1 for registration as a company limited by guarantee under section 8:
A list showing the names, addresses and occupations of all persons, who on a day, not being more than six clear days before the day of seeking registration, were members of the society with proof of membership;
A list showing the particulars of persons proposed as the first directors of the company, along with DIN, passport number, if any, with expiry date, residential addresses and their interests in other firms or bodies corporate along with their consent to act as directors of the company;
A list containing the names and addresses of the members of the governing body of the society;
A certified copy of the certificate of registration of the society;
Written consent or No Objection Certificate from all the secured creditors of the applicant;
Written consent from the majority of members (Not less than Three Forth) whether present in person or by proxy at a general meeting agreeing for such registration, and the resolution shall also provide for declaration of the amount of guarantee;
An undertaking that the proposed directors shall comply with the requirements of the Indian Stamp Act, 1899 (2 of 1899) as applicable;
A copy of the latest income tax return of the society;
Details of the objects of the company along with a declaration from all the members that the restrictions and prohibitions as mentioned in clause (b) and clause (c) of sub-section (1) of section 8 of the Act shall be complied.
A statement of proceedings, if any, by or against the society which are pending in any court or any other Authority shall be attached with.
A society which has not filed the annual or other returns, statutorily required to be filed with the Registrar of Societies, shall not be eligible to apply for registration under section 366 of the Act.
An undertaking from all the members of the society providing that in the event of registration as a Section 8 company under Part I of Chapter XXI of the Act, necessary documents or papers shall be submitted to the registering authority with which the society was earlier registered, for its dissolution.
The list of members and directors and any other particulars relating to the company which are required to be delivered to the Registrar shall be duly verified by the declaration of any two or more proposed directors.
Registered Society seeking registration under the Companies Act, 2013 as Section 8 Company under the provision of Part I of Chapter XXI shall publish an advertisement about registration seeking objections, if any within twenty-one clear days from the date of publication of notice and the said advertisement shall be in Form No. URC 2.Which shall be published in a newspaper in English and in any vernacular language, circulating in the district in which society is situated.
A notice shall also be given to theRegistrar of Societies under which it was originally registered and shall require that objections, if any to be made by such concerned Registrar of Societies to the Registrar, shall be made within a period of twenty-one days from the date of such notice, failing which it shall be presumed that they have no objection and the notice shall disclose the purpose and substance of matters in relation to objections.
where a society is about to register as a Section 8 Company (company limited by guarantee), the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
A copy of the notice, as published and the copy of the notice served on Registrar of Societies along with proof of service, shall be attached with Form No. URC. 1.
Statement of accounts, prepared not later than fifteen days preceding the date of seeking registration and certified by the Auditor together with the Audited Financial Statements of the previous year, wherever applicable shall be attached with Form No. URC. 1
In case Society intending to register as a Section 8 Company is registered under section 12A of the Income Tax Act, 1961 for claiming exemption on its income, an intimation in this regard shall be sent to the Income- tax authorities and proof of its service shall be attached with Form No. URC.1.
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