Rule 39 - Conversion of a company limited by guarantee into a company limited by shares - Companies (Incorporation) Rules, 2014.

1 [39. Conversion of a company limited by guarantee into a company limited by shares (1) A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by shares. (1) The company seeking conversion shall have a share capital equivalent to the guarantee amount. (2) A special resolution is passed by its members authorising such a conversion omitting the guarantee clause in its Memorandum of Association and altering the Articles of Association to provide for the articles as are applicable for a company limited by shares, (3) A copy of the special resolution shall be filed with the Registrar of Companies in Form no. MGT-14 within thirty days from the date of passing of the same along with fee as prescribed in the Companies (Registration Offices and Fees) Rules, 2014 . (4) An application in Form No, INC-27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution 2 [ along with e- Memorandum of Association and altered e-Articles of Association ] and a list of members with the number of shares held aggregating to a minimum paid up capital which is equivalent to the amount of guarantee hither to provided by its members. (5) The Registrar of Companies shall take a decision on the application filed under these rules within thirty days from the date of receipt of application complete in all respects and upon approval of Form No. INC-27, the company shall be issued with a certificate of incorporation in Form No. INC-11B.] ********* Notes:- 1. Inserted vide F. No. 1/13/2013 CL-V - Dated 1-10-2016 with effect from 1st November, 2016 2. Substituted vide NOTIFICATION NO. G.S.R. 42(E) dated 19-01-2023 before it was read as, enclosing the altered Memorandum of Association and altered Articles of Association