Board resolution format for converting a company into a Section 8 company under Section 8(5) and Rule 20, with INC-12 licence application and INC-26 notice.
“RESOLVED THAT pursuant to the provisions of Sections 8(5), 13 and 14 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Incorporation) Rules, 2014, and subject to the approval of the members by special resolution and the grant of a licence by the Registrar of Companies, consent of the Board be and is hereby accorded to the registration of the Company as a company under Section 8 of the Companies Act, 2013, with its objects confined to [●], its profits and other income applied only in promoting its objects and the payment of any dividend to its members prohibited.
RESOLVED FURTHER THAT, on grant of the licence, the name of the Company be changed from ‘[●] [Private] Limited’ to ‘[●] [Foundation / Association / [●]]’, and the draft e-Memorandum and e-Articles of Association drawn up in conformity with Section 8, as placed before the meeting, be and are hereby approved for submission to the members at an Extraordinary General Meeting to be held on [●].
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to file e-Form MGT-14, file the application in e-Form INC-12 with the Registrar of Companies, publish the notice in Form INC-26 within one week of the application, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”