Conversion Services · Company to Section 8

Existing Company to Section 8 Conversion redirect your company towards charitable and not-for-profit objects.

Converting an existing private or public company into a Section 8 company allows an organisation to formally adopt charitable objects and access the tax and regulatory benefits available to not-for-profit companies under the Companies Act.

An existing company that has decided to pursue charitable, educational, religious, or similar not-for-profit objects can convert into a Section 8 company, subject to obtaining the licence prescribed under Section 8 of the Companies Act. This allows the company to formally restrict use of its income and property to promoting its objects, and prohibits distribution of dividends to its members.

The conversion process is governed by Rule 21 and 22 of the Companies (Incorporation) Rules, which require the company to alter its objects clause and articles of association, obtain a licence from the Registrar in Form INC-12, and pass a special resolution approving the conversion, before the Registrar issues the licence and the company can operate as a Section 8 entity.

At Beyonte Compliances, we manage the entire process — altering the memorandum and articles, preparing the special resolution, filing the INC-12 licence application, and completing the post-conversion compliance to reflect the company's new not-for-profit status.

What Our Conversion Service Covers

Objects Clause Alteration

Drafting the altered objects clause in the memorandum of association reflecting the company's charitable purpose.

Articles Alteration

Drafting the altered articles of association incorporating the restrictions applicable to a Section 8 company.

Special Resolution Drafting

Preparing the special resolution and explanatory statement for shareholder approval of the conversion.

Form INC-12 Licence Application

Filing Form INC-12 with the Registrar of Companies to obtain the licence permitting Section 8 status.

Dividend Restriction Compliance

Advising on the restructuring required to comply with the prohibition on dividend distribution to members.

Asset Utilisation Compliance

Advising on the requirement that the company's income and property be applied solely towards promoting its stated objects.

Name Change Compliance

Updating the company's name and licence details to reflect its new status as a Section 8 company.

12A, 80G & FCRA Support

Assisting the converted company with subsequent applications for 12A, 80G, and FCRA registration where applicable.

Our Process

Objects & Articles Planning

Drafting the altered objects clause and articles reflecting the company's not-for-profit purpose.

Board Approval

Passing the board resolution recommending conversion to a Section 8 company.

Shareholder Approval

Passing the special resolution approving the conversion and altered MOA and AOA.

Form INC-12 Filing

Filing the licence application with the Registrar of Companies to obtain Section 8 status.

Post-Conversion Compliance

Updating the company's records and pursuing 12A, 80G, and FCRA registration as needed.

Why It Matters

✓Formalises the company's not-for-profit charitable objects under law

✓Access to income tax exemptions available to not-for-profit companies

✓Improves eligibility for CSR funding and institutional grants

✓Structured compliance ensures the licence application is not rejected

✓Clear objects and articles alteration avoids ambiguity in permitted activities

✓Professional handling of the dividend-restriction transition for existing shareholders

✓Positions the company for subsequent 12A, 80G, and FCRA registration

✓Retains the company's separate legal identity and existing corporate history

Frequently Asked Questions

Any company can apply to convert into a Section 8 company provided it is willing to adopt charitable or not-for-profit objects and comply with the restrictions on dividend distribution and use of income, subject to the Registrar granting the licence.

Existing shareholders remain members of the company, but the company can no longer distribute dividends to them — their role shifts to that of members supporting the company's charitable objects rather than equity investors seeking returns.

Yes, the company must obtain a licence under Section 8 by filing Form INC-12 with the Registrar of Companies, along with the altered memorandum, articles, and special resolution, before it can operate as a Section 8 company.

No, conversion to Section 8 status under the Companies Act does not automatically confer income tax exemption — the company must separately apply for and obtain 12A and 80G registration under the Income Tax Act.

Redirect your company towards charitable, not-for-profit objects.

Talk to our team about the licence application and conversion process.