Description

✅ 1. Revocation of License by ROC/Central Government (Section 8(6))

The license of a Section 8 Company can be revoked by the Central Government (delegated to ROC), under any of the following conditions:

• Company contravenes the provisions of Section 8.
• Affairs are conducted fraudulently or against public interest.
• It violates the terms of its incorporation.

Procedure for Revocation:

1. Show Cause Notice issued by ROC.
2. Company must file a reply and may request a hearing.
3. After considering the representation, license may be revoked.
4. ROC may:
   • Convert it into a company of another kind (Private/Public Ltd).
   • Order winding up under the Companies Act.
   • Appoint a liquidator if necessary.

✅ 2. Voluntary Winding Up under Companies Act, 2013

If the members wish to close the company, they must follow the voluntary winding-up process, subject to prior approval.

Procedure for Voluntary Closure:

1. Hold Board Meeting to pass resolution for winding up.
2. Call General Meeting to pass special resolution (3/4th majority).
3. File:
   • Form MGT-14 (Special resolution)
   • Form INC-20A (Declaration of commencement of business)
   • Form STK-2 (For strike-off under Section 248)
4. NOC from authorities like Income Tax Dept, Charity Commissioner, etc.
5. Settle all liabilities and submit affidavits, indemnity bonds, and auditor’s certificate.
6. ROC approval and strike-off from register.

📌 Key Points:

• Assets of Section 8 Company cannot be distributed among members.
• Upon winding up, assets must be transferred to another Section 8 Company or to a fund with similar objectives.
• Approval from Regional Director (RD) is required in some cases before winding up.