Webform INC-12 is filed with the Registrar of Companies (RoC) by an existing company applying to convert itself into a Section 8 (not-for-profit) company. It is governed by Sections 4, 5, 8(1) and 8(5) of the Companies Act, 2013 read with Rules 19 and 20 of the Companies (Incorporation) Rules, 2014.

On approval, a license under Section 8 is issued by the Registrar along with a fresh Certificate of Incorporation.

Who Should File INC-12 / When is it Filed

An existing company (limited by shares or limited by guarantee) seeking to convert into a Section 8 not-for-profit company must file webform INC-12 with the RoC. Note that an unlimited company cannot convert directly into a Section 8 company.

Important Checkpoints Before Filing

  • The company must hold a valid, approved CIN with status ‘Active’
  • Applicant must be registered as a Business User on the MCA portal before filing
  • The DSC attached in the webform, eMOA, and eAOA must be registered on the MCA portal against the DIN/PAN/Membership number provided
  • The signing authority must hold a valid, non-expired, non-revoked DSC and must be associated with the CIN under the selected designation
  • The class of the applicant company must be ‘Limited by Share’ or ‘Limited by Guarantee’
  • Authorised signatories must hold an approved DIN or valid PAN or Membership number, as applicable
  • No other INC-12 form should be pending for approval against the same CIN
  • There must be no flag against the company for default in filing annual returns
  • For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
  • If field space is insufficient, additional details may be furnished as an optional attachment

Step-by-Step Filing Process

  1. Login to MCA portal → MCA Services → E-Filing → Company Forms Download
  2. Navigate to “Change in type from/to Section 8 company”
  3. Access “Application for grant of license to an existing company under Section 8 (INC-12)”
  4. Enter/search/select CIN
  5. Fill up the application, eMOA, and eAOA webforms
  6. Optionally save as draft
  7. Submit the webform(s) and note the SRN
  8. Affix DSC
  9. Upload the DSC-affixed PDF on MCA portal within 15 days of SRN generation
  10. Pay Fees within 7 days of successful upload (or due date + 2 days, whichever is earlier — otherwise the SRN is cancelled)
  11. Receive acknowledgement — the system prompts the user to submit further notice details; once processed, an approval/rejection letter is emailed

Signing Requirements

  • Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number, associated with the CIN under the selected designation

Fee Structure

A flat fee of ₹2,000 applies as per the Companies (Registration Offices and Fees) Rules, 2014. No additional/delay fee is prescribed for INC-12.

Processing Mode

Form INC-12 is processed in Non-STP mode — every filing is reviewed manually.

Frequently Asked Questions (FAQs)

Q1. Can an unlimited company convert to Section 8 status via INC-12? No — only companies limited by shares or limited by guarantee are eligible; an unlimited company cannot convert directly.

Q2. What happens once INC-12 is approved? The Registrar issues a Section 8 license along with a fresh Certificate of Incorporation.

Q3. Is INC-12 processed automatically? No, it is always processed in Non-STP mode with manual review.

Q4. Can a company with a default in annual return filing apply via INC-12? No — there must be no flag against the company for default in filing annual returns.

Q5. What is the filing fee for INC-12? A flat ₹2,000, with no delay/additional fee prescribed.

Disclaimer

This article is based on the official Instruction Kit for webform INC-12 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.

In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.