Rule 39 Conversion of a company limited by guarantee into a company limited by shares
- Chapter
- VI · Alteration and Conversion
- Text as on
- 14 August 2026
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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956 or section 8 of the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 may convert itself into a company limited by shares.
(2) The company seeking conversion shall have a share capital equivalent to the guarantee amount.
(3) 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.
(4) A copy of the special resolution shall be filled with the Registrar of Companies in FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act 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 FeesDefined in rule 2(d): Fees means fees as specified in the Companies (Registration offices and fees) Rules, 2014) Rules, 2014.
(5) An application in FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No. INC 27 shall be filed with the Registrar of Companies within thirty days from date of the passing of the special resolution 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.
(6) 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 FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No. INC 27 , the company shall be issued with a certificate of incorporation in FormDefined in rule 2(c): Form or e Form means a form in the electronic form or non electronic form as specified under the Act or Rules made there under and notified by the Central Government under the Act No. INC 11B .
(Effective from 1st November, 2016)