Apply online for Conversion of Trust or Society into Section 8 Company

Many trusts and societies grow beyond the structure under which they were originally registered. If you are finding it harder to access institutional funding, attract corporate CSR contributions, or to demonstrate governance credibility to donors, the conversion of society into section 8 company status is a suggested route worth considering. This process allows your existing charitable or non-profit entity to register as a company under the Companies Act, 2013, without actually dissolving and starting from scratch.

The legal basis for this is set out in Section 366 to 374 of the Companies Act, 2013, under Part I of Chapter XXI, read with the Companies (Authorised to Register) Rules, 2014. These provisions allows an existing entity including a partnership, trust or society to register itself as a company, that carries forward its objectives and continuity.

Conversion of trust to Section 8 company status means that your existing trust or society registers itself as a company limited by guarantee under the Section 8 of the Companies Act, 2013, while it continues the same charitable, educational or social objectives for which it was originally formed. This is not termed as the dissolution followed by a fresh incorporation. This is a statutory route that allows your entity to carry its identity, assets, and mission into a new legal form, which is subject to Central Government approval through a licence.

Converting your trust or society into a Section 8 company gives you a different level of regulatory standing, as the Section 8 companies operate under Ministry of Corporate Affairs oversight rather than the comparatively lighter regulations that the trusts and societies fall under. This is important because:

• Section 8 companies are considered more credible by banks, foreign donors and corporate CSR teams, as incorporation only follows Central Government Approvals.

• You get limited liability protection (LLP) and perpetual succession, which trusts and unregistered societies don't offer inherently to their members or trustees.

• Annual filings with the Registrar of Companies create a transparent, publicly verifiable compliance record. This is something donors increasingly expect before committing funds.

• You become eligible for a range of institutional and CSR fundings, as many corporates prefer routing CSR contributions to Section 8 companies over trusts.

Increased Credibility

Approval of the central government prior to registration indicates a certain degree of inspection which instills credibility among both funders and regulators.

Better Access to Funding

Corporate CSR budgets, institutional grants and foreign funding sources majorly favour the structured reporting a Section 8 company provides.

Limited Liability and Perpetual Succession

Your trustees and members get protection that a traditional trust structure does not offer and the entity continues regardless of the changes in leadership.

Continuity of Tax Benefits

If your trust already has 12A/ 12AB and 80G registration, then you can carry these benefits forward with a proper intimation to the Income Tax authorities during conversion.

Before you begin with the process, your organization must meet the following conditions:

• Your trust or society must already be validly registered under the applicable trust deed or society registration laws.

• The trustees or government body must pass a resolution approving the conversion, that typically requires at least a three fourth majority.

• Your existing objectives must align with the purposes that are recognized under Section 8, such as promotion of commerce, art. Science, education, sports. Research, social welfare, religion, charity or protection of the environment.

• Minimum two directors must be present for a private company structure, along with the members who are required to subscribe to the memorandum.

The application is processed by the Registrar of Companies and is approved by the Regional Director, on behalf of the Central Government, since Section 8 licences require Central Government sanction under Section 8(1) of the Companies Act, 2013. The licence application is filed through Form INC-12, along with the company incorporation forms with the RoC.

The following documents have to be prepared and submitted:

Documents related to the existing entity

• Deed of Trust or Registration Certificate of the existing entity.

• Resolution passed by the trustees or members for conversion.

• Copy of latest Income Tax Return filed by the trust/society.

Documents related to the new company

• MOA and Articles of Association prepared for the Section 8 company with similar objectives as the original entity.

• Identity and address proof of all the proposed directors together with their DSC and DIN.

• Statement of Assets and Liabilities as on date, signed by a CA/Registered Valuer.

Clearances

• No Objection Certificate from the Charity Commissioner, if any.

• No Objection Certificate from the secured creditors/charge holders, if any.

• Public Notice published in Form URC-2 in an English as well as a vernacular newspaper circulated in the locality of the entity's registered office.

Conversion of trust to a Section 8 company usually involves the following steps:

Step 1: Adoption of resolution

The conversion requires the approval of the trustees/governing body of the trust, with the required majority, and to be minuted formally.

Step 2: Reserve a Company Name

Apply for name approval at MCA portal, note that the names of Section 8 companies cannot include ‘Private Limited’/’Limited’.

Step 3: Publication of Notice to the Public

Publish public notice in Form URC-2 in two newspapers, one English newspaper and one vernacular newspaper of the locality of the registered office of the entity.

Step 4: Intimation to the Income Tax Authorities

If the trust is registered under 12A/ 12AB then tell the Income Tax authorities about your wish to register yourself as a company under Section 366.

Step 5: Draft Preparation of Documentation

Prepare statement of assets and liabilities and MOA & AOA and obtain NOC from Charity Commissioner and any secured creditors.

Step 6: Filing of form INC-12 (for View)

Submit the application for obtaining licence as Section 8 company to Regional Director with necessary documents.

Step 7: Filing of Incorporation Forms

Submit the SPICe+ forms for incorporation of company once your licence application process is in progress.

Step 8: Certificate Acquisition

Receive your Certificate of Incorporation and Section 8 licence.

The total cost mainly depends on several factors such as your entity’s structure, the state in which you are registered, and any pending compliance you need to clear first.

Note: Several other fees such as the newspaper publication costs, government fees vary by state and are subject to change from time to time. Our consultants will confirm the current charges once we understand the specifics of your entity.

If your Section 8 company fails to follow the objectives for which it was licensed, or if the profits are distributed to members rather than reinvested toward its stated purposes, then the Central Government can revoke your Licence under Section 8(6) of the Companies Act, 2013. On revocation, the Registrar can also direct the company to convert its status and add “Limited” or “Private Limited” to its name, or in more serious cases, winding-up proceedings will be initiated if the affairs have been conducted fraudulently or against public interest.

Once the conversion is approved, you receive two key documents, a Certificate of Incorporation that confirms your entity’s new status as a registered company, and Section 8 licence, that confirms the Central Government’s approval to operate as a non-profit company. Together, these replace your original trust deed or society registration certificate as your entity’s primary legal documentation going forward.

Section 8 licence generally does not need periodic renewal; it remains valid indefinitely, as long as your company continues to operate within the objects for which it was licensed and meets the statutory obligations. Your Section 8 licence continues until you either voluntarily convert your company into another kind or wind it up. However, your income tax exemptions under Section 12A/12AB and 80G are approved by the Income Tax authorities on their own schedule, and hence it is always better to keep track of both these processes independently.

Once converted, your Section 8 company may also need to maintain a Compliance Report to track and review your statutory obligations, including annual filing of financial statements and annual returns with the RoC, holding board meetings and an annual general meeting, and maintaining statutory registers. You also need to keep your books audited annually, since Section 8 companies don't get an exemption from statutory audit requirements regardless of size.

If your Section 8 company later needs any changes such as a change in registered office address, add or remove directors, alter the authorised capital or update its object clause, each of these changes will requires a fresh filing with the RoC. Keeping your MOA and AOA updated after every approved amendment helps you to avoid mismatches during your next annual filings or a funder’s due diligence review.

No such periodic renewal is required for your Section 8 licence. Once granted, it continues to apply for as long as your company operates within its stated objectives and does not distribute profits to its members

Since there is no renewal cycle for the licence, there is no separate renewal application or form to file with the Registrar. You need to track your annual compliance calendar, filing your financial statements, annual returns, and income tax returns on schedule, along with revalidating your 12A/ 12AB and 80G registrations as required under the Income Tax Act, since these operate independently of your company’s incorporation status.

You do not pay a separate renewal fee for your Section 8 licence. However, if you miss your annual ROC filings, the Registrar levies an additional fee calculated per day of delay, and continued non-compliance can eventually invite scrutiny of your Section 8 status itself. Staying current with your annual filings is the most reliable way to avoid these charges altogether.

If the objective of your organization changes and you no longer wish to operate on a not for profit basis, then you can apply to convert your Section 8 company into a private or public company under Section 8(4)(ii) of the Companies Act 2013, This route requires a special resolution from your members, an application to the Regional Director in Form INC-18, a public notice inviting objections, and, once approved, filing the Regional Director's order with the Registrar in Form INC-20 to receive a fresh Certificate of Incorporation. Since this effectively surrenders the privileges attached to your Section 8 status, the Regional Director typically expects confirmation that any accumulated charitable funds or tax benefits have been properly accounted for before approving.

Some common reasons that can lead to rejection of your trust or society’s conversion:

• Insufficient majority in the resolution: If the approval does not meet the required threshold from trustees or members.

• Objects Mismatch: MOA objectives that do not align with the purposes recognised under Section 8.

• Missing NOCs: Absence of clearance from the Charity Commissioner or secured creditors, wherever required.

• Incomplete public notice compliance: If the notices have not been published in the prescribed format or newspapers.

• Outdated financial statements: A Statement of Assets and Liabilities that is not recent enough to reflect the entity’s current position.

• Unresolved objections: Valid objections which are raised during public notice period that have not been addressed.

We support conversion of trust and society into Section 8 company status across states including Delhi, Maharashtra, Karnataka, Tamil Nadu, Gujarat, Uttar Pradesh, Rajasthan, West Bengal, Telangana, and Andhra Pradesh. Requirements such as a Charity Commissioner's NOC, are applicable mainly in states like Maharashtra and Gujarat that fall under a Public Trusts Act, and newspaper publication costs vary by state, so our consultants confirm the exact requirements applicable to your registered office before you begin.

We at Companyregister.co.in help you to manage the conversion of a trust to a Section 8 company or conversion of society to Section 8 company status from your resolution to your final certificate of incorporation. Our team prepares your documentation, coordinates the required NOCs and public notices, and we also file your INC-12 and incorporation forms, so you are not navigating multiple authorities and deadlines on your own.