How to voluntarily wind-up a Section 8 Company?


Section 8 Company is a company formed for charitable or non-profitable purposes. It is defined under section 8 of the Companies Act, 2013.

Section 8 Company can be voluntarily wound up by surrendering its license to run section 8 company. However, the process of surrendering license is not easy as there is no direct process to close the section 8 Company.

The Section 8 Company is required to convert its business structure into a private limited company in order to surrender its license. The key point to note here is that it cannot be converted into One Person Company.

The complete process to convert a section 8 company into private limited company is prescribed under Rule 21 & 22 of the Companies (Incorporation) Rules, 2014.


Surrender License of Section 8 Company

Thus, the first step to voluntarily wind-up a Section 8 Company is to convert it into Private Limited. For Conversion, the section 8 company shall convene a general meeting whereby a special resolution to convert it into private limited shall be passed.

Subsequently, the section 8 company shall file certified true copy of the Special Resolution along with the copy of notice of meeting and explanatory statement with the Registrar of Companies in the Form MGT-14.

Moreover, it shall file the same documents along with proof of filing MGT-14 with the Regional Director of Companies in Form No. INC-18 for approval to convert the company into private limited.

When the Registrar of Companies will approve the conversion then the license of section 8 company shall get surrendered.


File Form STK-2 with the ROC

Thereafter, it requires to undertake the process of winding up of private limited company. For that, it needs to file the Form STK-2 with the Registrar of Companies in accordance with the Companies Act, 2013. (

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Consequently we can say that, closing a section 8 Company is difficult as it requires to surrender a license of section 8 company by converting it into private limited.

If you are looking for professionals’ help to close a section 8 company then contact your Trustworthy Advisors Manthan Experts by dialing at +91-9643-969-969.

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Knowledge Source:

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