Board resolution format for converting a Section 8 company into a private or public company under Section 8(4)(ii) and Rules 21 and 22, with INC-18 and INC-20.
“RESOLVED THAT pursuant to the provisions of Section 8(4)(ii) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 21 and 22 of the Companies (Incorporation) Rules, 2014, and subject to the approval of the members by special resolution and the approval of the Central Government exercised by the Regional Director, [●] Region, consent of the Board be and is hereby accorded to the conversion of the Company from a company registered under Section 8 into a [private / public] company limited by shares, for the reasons set out in the explanatory statement placed before the meeting.
RESOLVED FURTHER THAT the Board hereby declares that no portion of the income or property of the Company has been or shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise, to persons who are or have been members of the Company or to persons claiming through them, and approves the notice of the 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, serve notice on the income-tax and other authorities, file e-Form INC-18 with the Regional Director, publish the notice in Form INC-19, file e-Form INC-20 after approval, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”