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Register Part 1 Section 8 Company
The MCA has issued the businesses (Authorized to Register) Second Amendment Rules, 2018 (‘Amendment Rules’) via a notification dated 5 July 2018. The aforementioned Amendment Rules shall also enter effect on August 15, 2018.
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Register Part 1 Section 8 Company
Conversion of a Society, Trust, or Other Entity into a Company:
The MCA has issued the businesses (Authorized to Register) Second Amendment Rules, 2018 (‘Amendment Rules’) via a notification dated 5 July 2018. The aforementioned Amendment Rules shall also enter effect on August 15, 2018.
The section (section 366) addresses the registration of unregistered entities, like partnership firms, indebtedness partnerships (LLPs), cooperative societies, and similar entities, as companies under the 2013 Act. The amendment allows entities with two or more members to register under the 2013 Act as either a corporation limited by guarantee, a corporation limited by shares, or a vast company.
Conversion into a corporation is now possible with two members under the Companies Act of 2013:
In accordance with the provisions of Part XXI of the Act, 2013, unregistered entities like partnership firms, LLPs, societies, etc. with two or more members can go for conversion into company limited by liability or guarantee or with unlimited liability beginning August 15, 2018.
Why Societies and Trusts Convert to Companies:
Section 366 of the businesses Act, 2013 allows any Society, Trust, Firm, Partnership Firm, indebtedness Partnership, Cooperative Society or other business entity formed under the other law in force to convert into a Section 8 Company. the subsequent requirements must be met to convert to a Section 8 Company:
- Better Legal Recognition: The Society's or Trust's or other entity's goodwill and brand value are preserved, and therefore the entity continues to enjoy its previous success, because of a better legal recognition.
- Limited Liability: Upon the conversion of a Society, Trust, or other entity into an organization , the Society, Trust, or other entity may enjoy the advantages of Limited Liability protection for its members.
- No stamp tax Implications: All of the firm's movable and immovable properties automatically vest in the Company. there's no need to execute a transfer document, and thus no stamp duty is required. Section 3 of the Indian Stamp Act of 1899 stipulates that Stamp Duty must be paid on the transfer of property or conveyance. The mere vesting of property upon conversion into an organization does not constitute a transfer or conveyance, so no stamp tax is due.
- Separate Legal Entity: The members of the corporate may come and go, but the corporate itself cannot, indicating that the members and therefore the company are distinct legal entities. Company can own and sell assets in its own name. it's the ability to sue and be sued in a court of law. By converting to an organization , the entity can acquire the status of a separate legal entity.
- No Capital Gains Tax: No Capital Gains tax is imposed on the transfer of property from an organization , Trust, or other entity into a corporation .
- Carry Forward and Set Off Losses and Unabsorbed Depreciation: The accumulated loss and unabsorbed depreciation of Society or Trust or Such other entity shall be treated as loss/ depreciation of the successor company for the year in which the conversion was effected. Thus, such a loss could also be carried forward by the successor company for an additional eight years.
- Transfer of Assets and Liabilities: All the assets and liabilities of the Society or Trust or Other Entity immediately before the conversion are automatically transferred to the company.
Who can convert to a piece 8 Company?
- Any Partnership Company
- LLP.
- Society.
- Trust.
- Co-operative Society.
- Any other business entity formed pursuant to a law currently in effect.
Who can't become a piece 8 Company:
The following entities are ineligible for conversion to Section 8 Company:
- Corporation registered under the Indian Companies Act of 1882, the Indian Companies Act of 1913, or the businesses Act of 1956 is not required to register under this section.
- A company whose members' liability is limited by any Act of Parliament other than this Act or by any other law in force shall not register as an unlimited company or a company limited by guarantee pursuant to this section.
Requirements for converting a Society, Trust, or Other Organization into a piece 8 Company:
Section 366 of the businesses Act, 2013 allows any Society, Trust, Firm, Partnership Firm, indebtedness Partnership, Cooperative Society or other business entity formed under the other law in force to convert into a Section 8 Company. the subsequent requirements must be met to convert to a Section 8 Company:
- There must be a minimum of two members to form this company.
- Details regarding the members/partners and therefore the shares they hold must be provided.
- Provide a press release from two or more directors verifying the particulars of all members/partners.
- Provide affidavits from all members/partners so as to dissolve the entity.
- Provide a replica of the document constituting or regulating the entity.
- Provide a replica of the newspaper advertisement.
- To be provided may be a certificate from a CA/CS/CWA attesting compliance with all applicable Stamp Act provisions.
- The consent of three-quarters of the bulk is required.
- The provision of a no objection certificate/consent from secured creditors.
- Statement of accounts of the prevailing entity, prepared within 15 days before the date of application and duly attested by an auditor.
- The proposed directors must guarantee compliance with the wants of the Indian Stamp Act of 1899.
- A copy of the company's most recent Income Tax Return must be provided.
- Two or more members' identification and address must be provided.
Notes:
- If a society or trust meaning to register as a company under section 366 of the Act is registered under section 12A of the Income Tax Act, 1961 (43 of 1961) for claiming exemption on its income, an intimation shall be sent to the Income-tax authorities and proof of its service shall be attached to make No. URC-1.
- Upon registration of a society or trust as a corporation under the Act, no application for conversion into a corporation of any other kind, with the exception of conversion from personal company to public company or vice versa, shall be made for a period of ten years from the date of incorporation under the Act.
- A trust might not apply for registration as a corporation under the Act while proceeding under the Section 92 of the Code of Civil Procedure is pending.
- A promise from all the members, partners, or trustees that, within the event of registration as a company under Part I of Chapter XXI of the Act, the required documents or papers will be submitted to the registering or other authority with which the company was previously registered, for its dissolution.
Process of Conversion in Steps
Applicants from Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong, Macau, or Pakistan who wish to open a Branch Office, Liaison Office, or Project Office in India are required to register with the state police authorities. Copy of approval letter for ‘persons’ from these countries shall be marked by the AD Category-I bank and forwarded to the Ministry of Home Affairs, Internal Security Division-I, Government of India, New Delhi for appropriate action and record.
Why Business Setup in India?
Since our inception as an Official Company Registration Agent, we have maintained close ties with the Ministry of Corporate Affairs, Government of India. From day one, our intention has been to offer a streamlined incorporation procedure that is quick and easy to utilize. Today, our system for company registration is among the most efficient and effective in India. You can file an application for a new company name in slightly more than 5 minutes, and your firm will often be fully registered within 3-5 days. In addition to maintaining affordable pricing for company formation, we are constantly investigating new ways to bring value to our clients. We are proud to be one of the least expensive ways to establish a business in India.
We have the knowledge to advise clients on the appropriate company structure to implement. The majority of our clients want assistance registering a business limited by shares. The limited company structure is prevalent because it permits the distribution of profits to shareholders while safeguarding them through restricted liability. Our team has more than 2 decades of experience founding companies and providing corporate and secretarial services, which aids in the growth of tens of thousands of our clients’ enterprises each year.
We are tremendously passionate about the quality of our service, and we are incredibly proud of the reviews we get from our customers, as evidenced by our outstanding reviews and ratings. Continually, our team is chosen due to the value and skill for which it is renowned. We have helped form the industry by giving our customers innovative business services and packaged solutions that have grown alongside their demands.
Our clients have access to complimentary help from a team of experts. We are always prepared to assist. Throughout the registration of your Company, you will be enabled to contact us by phone or email if you require assistance.
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Let's Deal With Your Confusions
DIN is the abbreviation for Director Identification Number. Following the incorporation of the Company, every director will be assigned a unique Director Identification Number. With this DIN, he or she can register an unlimited number of businesses.
A DIN holder is required to submit his KYC to the MCA annually by the 30th of September or face a penalty of Rs. 5,000/-.
DSC is an abbreviation for Digital Signature Certificate. Shareholders must possess a Class-III Digital Signature Certificate in order to register their organization.
There are various organizations that issue Class-III DSCs. These organizations are referred to as DSC Certifying Authorities. We have formed a partnership with eMudhra Tamil Nadu. eMudhra is one of India's most prominent Digital Signature Certifying Authorities.
Approved share capital is the maximum amount of capital that shareholders are permitted to invest in the Company. In actuality, this is the permitted investment limit for Equity Share Capital.
Paid-up share capital is the amount of money shareholders deposit into the Company's bank account towards share capital.
Now, a business can be registered with a minimum share capital of Rs. 2/-or investment of Rs. 1/- from each shareholder.
A CIN is an identification number assigned to a company by the Ministry of Corporate Affairs when they are issued the Certificate of Incorporation.
It might serve as the Company's identification number.
If we apply for direct incorporation without a Certificate of Name Availability, the process could take between three and five business days. Occasionally, it can be implemented in a single day.
However, it is recommended to apply for a company name before incorporation, which may take between 10 and 15 days.
Yes!
No, you cannot register a company on your own since Professionals such as a Company Secretary or a Chartered Accountant must digitally sign the application forms alongside a Director before your Company can be registered.
Including Digital Signature Certificates, the total government fee for a one million authorized share capital company would be approximately Rs. 4,000.
Business Setup in India is authorized by the Ministry of Corporate Affairs to provide company registration services at an affordable price of Rs. 1,999/- throughout India.
INR 5 Lacs/-.
2
Any individual or group of individuals wishing to register a limited liability company for the purposes listed below may apply for Section 8 Company registration.
This must be demonstrated to the satisfaction of the Central Government:
(a) its purposes include the promotion of commerce, art, science, sports, education, research, welfare , religion, charity, and environmental protection, among other purposes;
(b) the corporate intends to use its post-incorporation profits or other income exclusively for the promotion of its stated purposes; and
(c) the corporate intends to prohibit dividend payments to its shareholders.
Yes!
Rule 3 of the businesses (Incorporation) Rules, 2014 prohibits the incorporation or conversion of a one-person company into a piece 8 company.
Rule 3(6) of the 2014 Companies (Incorporation) Rules prohibits a one-person company from investing within the securities of any corporation.
Yes, under the 2013 Companies Act, a Partnership or LLP can become a piece 8 Company member. The provisions of respective Acts must be adhered to by the partnership firm or LLP, as applicable.
Before a piece 8 Company can accept contributions or donations from overseas/outside India from non-residents, specific requirements must be met under the Foreign Contribution and Regulation Act of 2010. The provisions of the aforementioned statute are additionally to those of the Companies Act.
A Co-operative society is taken into account to be a Person and is therefore eligible to become a subscriber of a company, including a piece 8 Company.
Yes!
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