• Pass Special Resolution.
• Give reasons for conversion in explanatory statement.
• File Special Resolution MGT 14.
• Publish notice in newspaper – vernacular and English.
• Publish on website of the company.
• Registered Office.
• Verification of Registered Office – Form INC 22.
• Attach following documents.
a) Registered document for title of the property.
b) Notarised copy of the rent agreement and copy of rent receipt not more than one month old.
c) Authorisation from owner and proof of his ownership.
d) Proof of evidence of any utility services like telephone, gas electricity etc – not older than 2 month.
• Shifting of Registered office within the state but from one ROC office to another ROC – INC 23 with RD.
a) Publish a notice in English and local language.
b) Serve individual notice on all creditors of the Company.
• Shifting of Registered Office from one State to another State :
a) INC 23 with Central Government.
b) Special Resolution.
c) Confirmation that no employees will be retrenched.
d) Advertisement in English and Local newspaper where the Registered Office is situated e) Service by RPAD notices to creditors.
• Integrated Application INC 29
• One application for following activities
▫ DIN upto 3 directors
▫ Reservation of Name
▫ Appointment of Directors
Compliance after approval
Rule 22 (10) provides that on receipt of the approval of the Regional Director the company shall convene a general meeting to pass a special resolution for amending the memorandum of association and articles of association. The company shall file with the Registrar:
A certified copy of the approval of the Regional Director within 30 days from the date of receipt of the order in Form No. INC 20- along with the fee;
Amended memorandum of association and articles of association of the company;
A declaration by the directors that the conditions, if any imposed by the Regional Director have been fully complied with.
Certificate of incorporation
On receipt of the required documents the Registrar shall register the documents and issue the certificate of incorporation. Where the licence granted to a company registered under Section 8 has been revoked, the company shall apply to the Registrar in Form No. INC 20 along with the fee to convert its status and change of name accordingly.
Conversion of a Company registered under Section 8
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