Step-Wise Process to Convert Society/Trust into Section 8 Company

Step-Wise Process to Convert Society/Trust into Section 8 Company. The conversion of an existing Society or Trust into a Section 8 Company under the Companies Act, 2013 is governed primarily by Sections 366 to 374 of the Act, read with the Companies (Authorised to Register) Rules, 2014 and their subsequent amendments. This process enables non-profit entities to transition into a more robust corporate structure with enhanced governance and regulatory oversight.
Therefore, in accordance with the directions issued by the Ministry of Skill Development and Entrepreneurship (MSDE) and in line with the provisions of the Companies Act, 2013, the Skill Council has initiated the process for conversion of its existing legal structure from a Society/Trust into a Section 8 Company. This conversion forms part of the rationalisation and institutional strengthening measures mandated for Sector Skill Councils, aimed at enhancing governance, transparency, and regulatory compliance. 
Below is a detailed step-wise procedure, outlining the key events and applicable legal provisions.
Step 1: Name Reservation through SPICe+ Part A
The first step in the conversion process is the reservation of the proposed name of the Section 8 Company by filing Form SPICe+ Part A with the Registrar of Companies (RoC).
This application is made under Section 374 of the Companies Act, 2013, read with Rule 5 of the Companies (Authorised to Register) Amendment Rules, 2016. The name should reflect the non-profit objectives of the entity and comply with naming guidelines applicable to Section 8 Companies.
Step 2: Publication of Advertisement in Form URC-2
Once the name is reserved, the society must publish an advertisement in Form URC-2 inviting objections, if any, to the proposed registration.
The advertisement must be:

Published in one English newspaper and

One vernacular language newspaper, both circulating in the district where the society is situated.

As per Section 374(b), the advertisement must allow 21 clear days from the date of publication for stakeholders to raise objections. This step ensures transparency and protects the interests of creditors and other stakeholders.
Step 2A: Intimation to Statutory Authorities
Simultaneously, formal intimation must be sent to:

Registrar of Societies, under which the entity is currently registered, requesting them to raise objections (if any) with the RoC within 21 days.

Income-tax Authorities, where the society is registered under Section 12A of the Income-tax Act, 1961.

Proof of service of these intimations must be preserved and attached with Form URC-1. In the absence of objections within the stipulated period, it is presumed that the authorities have no objection to the conversion.
Step 3: Issue of Individual Notices to Creditors
Individual notices must be sent to all secured creditors of the society by Registered Post.
Under Section 374(a) of the Companies Act, 2013, it must be ensured that:

Secured creditors have consented, or

Have given a No Objection Certificate (NOC) to the proposed registration.

This step safeguards creditor interests before the legal status of the entity is altered.
Step 3A: Execution of Notarised Affidavits by Members
All members of the society must execute a duly notarised affidavit, as required under Section 374(c).
Through this affidavit, members affirm that upon registration as a company, all necessary documents will be submitted to the earlier registering authority (Registrar of Societies/Trusts) for dissolution of the existing entity.
Step 3B: Preparation of Statement of Accounts
A Statement of Accounts must be prepared:

Not earlier than 15 days prior to the date of filing the conversion application, and

Certified by a Chartered Accountant/Auditor.

Moreover, the audited financial statements of the previous financial year must be attached, wherever applicable. These documents are required to be filed with Form URC-1.
It is also clarified that any surplus arising from revaluation of assets during the preceding three years shall not be treated as capital or current account credit for conversion purposes.
Step 4: Filing of SPICe+ Part B, MOA, AOA and Form URC-1
After completion of the 21-day objection period from the date of advertisement, the society must file:

Form SPICe+ Part B,

e-MOA (INC-33),

e-AOA (INC-34), and

Form URC-1

with the concerned Registrar of Companies.
This filing formally seeks approval for registration as a Section 8 Company under Part I of Chapter XXI of the Companies Act, 2013.
Step 5: Approval of Conversion Application
The Registrar of Companies examines the application, along with any objections received. As per the Act, the RoC shall, within 30 days from the date of publication of the advertisement, decide whether to grant registration after ensuring that all objections, if any, have been adequately addressed.
Upon satisfaction, the RoC issues a Certificate of Incorporation under Section 367 of the Companies Act, 2013.
Step 6: Intimation to Registrar of Societies
Following receipt of the Certificate of Incorporation, the newly registered Section 8 Company must intimate the concerned Registrar of Societies within 15 days of registration.
This intimation confirms the completion of conversion and facilitates the formal closure or dissolution of the erstwhile society or trust.

The conversion of an existing Society or Trust into a Section 8 Company under the Companies Act, 2013 is governed primarily by Sections 366 to 374 of the Act, read with the Companies (Authorised to Register) Rules, 2014 and their subsequent amendments. This process enables non-profit entities to transition into a more robust corporate structure with enhanced governance and regulatory oversight.

Therefore, in accordance with the directions issued by the Ministry of Skill Development and Entrepreneurship (MSDE) and in line with the provisions of the Companies Act, 2013, the Skill Council has initiated the process for conversion of its existing legal structure from a Society/Trust into a Section 8 Company. This conversion forms part of the rationalisation and institutional strengthening measures mandated for Sector Skill Councils, aimed at enhancing governance, transparency, and regulatory compliance.

Below is a detailed step-wise procedure, outlining the key events and applicable legal provisions.

Step 1: Name Reservation through SPICe+ Part A

The first step in the conversion process is the reservation of the proposed name of the Section 8 Company by filing Form SPICe+ Part A with the Registrar of Companies (RoC).

This application is made under Section 374 of the Companies Act, 2013, read with Rule 5 of the Companies (Authorised to Register) Amendment Rules, 2016. The name should reflect the non-profit objectives of the entity and comply with naming guidelines applicable to Section 8 Companies.

Step 2: Publication of Advertisement in Form URC-2

Once the name is reserved, the society must publish an advertisement in Form URC-2 inviting objections, if any, to the proposed registration.

The advertisement must be:

Published in one English newspaper and
One vernacular language newspaper, both circulating in the district where the society is situated.

Step 2A: Intimation to Statutory Authorities

Simultaneously, formal intimation must be sent to:

Registrar of Societies, under which the entity is currently registered, requesting them to raise objections (if any) with the RoC within 21 days.
Income-tax Authorities, where the society is registered under Section 12A of the Income-tax Act, 1961.

Step 3: Issue of Individual Notices to Creditors

Individual notices must be sent to all secured creditors of the society by Registered Post.

Under Section 374(a) of the Companies Act, 2013, it must be ensured that:

Secured creditors have consented, or
Have given a No Objection Certificate (NOC) to the proposed registration.

This step safeguards creditor interests before the legal status of the entity is altered.

Step 3A: Execution of Notarised Affidavits by Members

All members of the society must execute a duly notarised affidavit, as required under Section 374(c).

Through this affidavit, members affirm that upon registration as a company, all necessary documents will be submitted to the earlier registering authority (Registrar of Societies/Trusts) for dissolution of the existing entity.

Step 3B: Preparation of Statement of Accounts

A Statement of Accounts must be prepared:

Not earlier than 15 days prior to the date of filing the conversion application, and
Certified by a Chartered Accountant/Auditor.

Moreover, the audited financial statements of the previous financial year must be attached, wherever applicable. These documents are required to be filed with Form URC-1.

It is also clarified that any surplus arising from revaluation of assets during the preceding three years shall not be treated as capital or current account credit for conversion purposes.

Step 4: Filing of SPICe+ Part B, MOA, AOA and Form URC-1

After completion of the 21-day objection period from the date of advertisement, the society must file:

Form SPICe+ Part B,
e-MOA (INC-33),
e-AOA (INC-34), and
Form URC-1

with the concerned Registrar of Companies.

This filing formally seeks approval for registration as a Section 8 Company under Part I of Chapter XXI of the Companies Act, 2013.

Step 5: Approval of Conversion Application

The Registrar of Companies examines the application, along with any objections received. As per the Act, the RoC shall, within 30 days from the date of publication of the advertisement, decide whether to grant registration after ensuring that all objections, if any, have been adequately addressed.

Upon satisfaction, the RoC issues a Certificate of Incorporation under Section 367 of the Companies Act, 2013.

Step 6: Intimation to Registrar of Societies

Following receipt of the Certificate of Incorporation, the newly registered Section 8 Company must intimate the concerned Registrar of Societies within 15 days of registration.

This intimation confirms the completion of conversion and facilitates the formal closure or dissolution of the erstwhile society or trust.