Section 8 Company Registration
A not-for-profit company structure with the licence and objects clause a charitable purpose requires.
A Section 8 company is a not-for-profit incorporated under the Companies Act, formed to promote commerce, art, science, sport, education, research, social welfare, religion, charity or environmental protection. It applies its profits to those objects and is prohibited from paying any dividend to its members.
Of the three charitable structures available in India, it carries the heaviest compliance but commands the most credibility. Corporate CSR committees, institutional funders and foreign donors are generally most comfortable with it, because it files audited accounts publicly and is regulated like any other company.
Choose a package
Incorporation
₹2,754 plus GST
- Name approval retried until cleared
- Incorporation certificate
- Memorandum and articles drafted
- 3 DINs for Directors
- RD License
- Support for unlimited shareholders
- Authorized Capital with No Limit
- PAN and TAN obtained
- ESI and provident fund registration
- Help opening the bank account
Incorporation and Compliance
₹18,904 plus GST
- Name approval retried until cleared
- Incorporation certificate
- Memorandum and articles drafted
- 3 DINs for Directors
- RD License
- Support for unlimited shareholders
- Authorized Capital with No Limit
- PAN and TAN obtained
- ESI and provident fund registration
- Annual return and annual accounts filed with the Registrar
- DIN E-KYC for 2 Directors
- ITR-7 Return Filing
- Financial Statement
- Books maintained through the year
- Help opening the bank account
How it compares with a trust or a society
- Governed by the Companies Act, with the same filing discipline as a private company
- Members and directors, rather than trustees or an elected committee
- Financial statements filed publicly with the Registrar, which funders can inspect
- No minimum capital requirement, and the word Limited may be omitted from the name
- Conversion into any other kind of company is heavily restricted
- Dissolution requires assets to pass to a body with similar objects, never to members
The licence under Section 8
Unlike an ordinary company, incorporation requires a licence from the Registrar confirming that the objects are genuinely not-for-profit. The application is filed in Form INC-12 with the draft memorandum and articles.
The Registrar examines whether the objects fall within the permitted purposes, whether the memorandum bars distribution of profits to members, and whether the promoters are fit to hold the licence. A projected statement of income and expenditure for the first three years is filed with it.
Compliance once incorporated
- Statutory auditor appointed within thirty days, and Form ADT-1 filed
- Annual general meeting, and annual filings in Forms AOC-4 and MGT-7
- Director KYC each year for every director
- Income tax return in Form ITR-7
- 12A and 80G registration, applied for separately, to secure exemption and donor deductions
- FCRA registration, separately, before any foreign contribution is received
- Form 10BD reporting donations, where 80G approval is held
How we handle it
- 1 Digital signatures Signing certificates are obtained for the proposed directors, since every filing is signed digitally.
- 2 Name reservation A name is reserved reflecting the charitable purpose, within the naming rules for Section 8 companies.
- 3 Drafting the constitution The memorandum and articles are drafted with the objects, the non-distribution clause and the dissolution clause the licence requires.
- 4 Licence application Form INC-12 is filed with the projected financials and the promoter declarations.
- 5 Incorporation Once the licence issues, the incorporation form is filed and the certificate obtained with PAN and TAN.
- 6 Exemption registrations We apply for 12A and 80G so the company is exempt and its donors can claim deductions.
Frequently asked questions
Can a Section 8 company pay its directors?
It can pay reasonable remuneration for services actually rendered, but it cannot distribute profits or pay dividends to members. Payments to directors attract scrutiny and must be justifiable and properly approved.
How many members are needed?
Two, following the private company structure. There is no minimum capital requirement.
Is 12A registration automatic on incorporation?
No. The Section 8 licence and income tax exemption are entirely separate. Without 12A the company’s income is taxable, and without 80G donors get no deduction.
Can it receive foreign donations?
Only after obtaining FCRA registration or prior permission. Receiving foreign contribution without it is a serious contravention.
Can it be converted into a private limited company?
Conversion is heavily restricted and requires approval, along with disposal of accumulated assets in a manner consistent with the charitable purpose. It should not be treated as a route to a normal company.
What is not included. Government fees, statutory charges, stamp duty, court and registry fees, digital signature costs and any third-party professional charges are separate and payable at actuals. GST applies on professional fees where indicated. Prices shown are indicative and may change without notice; we confirm the total in writing before any work begins — see our terms on pricing.
Talk to us about Section 8 Company Registration
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- Expert document checking before submission
- Regular status updates on WhatsApp
- Transparent professional charges
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