Bridging Purpose with Compliance — Section 8 Company Registration in India
A practical, end-to-end guide for NGOs, social enterprises and charitable organisations — legal framework, benefits, registration steps, compliance and tax advantages. By RegistrationMART.
India is a land of social innovators and changemakers. If you want to run a mission-driven organisation with credibility, transparency and access to CSR & donor funds, a Section 8 Company is the preferred legal structure. This guide explains what it is, how to register and how to remain compliant.
What is a Section 8 Company?
A Section 8 Company is a non-profit company under the Companies Act, 2013 formed to promote commerce, art, science, sports, education, social welfare, religion, charity, environment protection or other objects of public utility. Key characteristics:
- No distribution of profits to members — income is used to promote objects.
- Requires a special licence from the Central Government (via ROC).
- Enjoys benefits under Income Tax Act (12A, 80G) and is eligible for CSR funding.
Legal Framework & Key Laws
| Act / Rule | Applicability |
|---|---|
| Companies Act, 2013 (Section 8) | Formation, licensing and operation |
| Income Tax Act (Sec 12A, 80G) | Tax exemptions for organisation & donors |
| FCRA | Foreign contributions (if receiving) |
| CSR Rules (Sec 135) | For receiving CSR funds |
| GST Act | If engaged in taxable activities or crosses threshold |
Who Can Register a Section 8 Company?
| Requirement | Details |
|---|---|
| Directors | Minimum 2 (private) or 3 (public) |
| Members | Minimum 2 (no upper limit) |
| Resident Director | At least 1 must be Indian |
| Profit Distribution | Not allowed |
📌 Foreign nationals and NRIs can be members/directors with valid ID and address proofs.
Documents Required
For Promoters (Directors/Shareholders):
- PAN Card
- Aadhaar / Passport / Voter ID
- Passport-size photo
- Utility bill or bank statement (address proof)
For Registered Office:
- Rent agreement / sale deed
- NOC from owner (if rented)
- Electricity or utility bill
Legal Drafts:
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- Form INC-14 (declaration by CA/CS)
- Form INC-15 (declaration by subscribers)
Step-by-Step Process for Section 8 Registration
- Digital Signature Certificate (DSC) — All directors must obtain Class 3 DSC to sign forms electronically.
- Name Approval via SPICe+ Part A
- Apply with two proposed names — suggested endings: Foundation, Association, Federation, Trust, etc.
- Names must reflect charitable objective and must not include “Private Limited”.
- Draft MoA & AoA — Clearly state the charitable purpose, prohibition on profit distribution, and clauses restricting dividend payments.
- File SPICe+ Part B + INC-9 + AGILE-PRO — Upload director details, PAN, TAN, PF, ESI and declarations.
- File Form INC-12 (Section 8 License) — Submit MoA/AoA drafts, Form INC-14 & INC-15, proposed financials, purpose statement and 3-year income/expenditure estimates.
- License Issuance (INC-16) — ROC/Central Government reviews and issues licence on satisfaction.
- Incorporation Completion — After license, SPICe+ Part B is processed and Certificate of Incorporation is issued.
Benefits of a Section 8 Company
| Benefit | Description |
|---|---|
| Legal Recognition | Strong corporate structure under Companies Act |
| Tax Exemption | Eligible for 12A & 80G benefits |
| CSR Funding | Eligible to receive corporate CSR contributions |
| Credibility | Audited & ROC-regulated structure enhances donor trust |
| Limited Liability | Directors are not personally liable |
Comparison: Trust vs Society vs Section 8 Company
| Criteria | Section 8 Company | Trust | Society |
|---|---|---|---|
| Law | Companies Act, 2013 | Indian Trusts Act | Societies Registration Act |
| Registration | ROC (MCA) | Charity Commissioner | Registrar of Societies |
| National Validity | ✅ Yes | ❌ No | ❌ No |
| Credibility | Very High | Medium | Medium |
Compliance After Incorporation
| Compliance | Timeline |
|---|---|
| Board Meetings | Minimum 2 per year |
| Statutory Audit | Mandatory (annual) |
| Annual Filing (AOC-4, MGT-7) | Yearly |
| 12A, 80G Registration | Within 6–12 months (recommended) |
| FCRA Registration | Applicable after 3 years of existence |
Real Case Study
Client: Women Empowerment NGO, Pune
Challenge: Needed legal entity to receive ₹50 lakh CSR grant
Solution: Registered a Section 8 Company with 80G certification in 3 months
Result: Received CSR funding from a listed FMCG company — governance and donor confidence improved significantly.
Common Mistakes to Avoid
- Choosing names that violate the Emblems & Names Act
- Mentioning commercial / profit objectives in MoA
- Not applying promptly for 12A / 80G
- Treating the Section 8 entity as a profit-making business
- Using donations for unrelated or unauthorised expenses
How to Get 80G and 12A Benefits
12A — Organization’s income exemption from tax (benefit: no tax on donations received).
80G — Donor gets deduction in ITR (benefit: attracts more donors).
Required documents usually include:
- Certificate of Incorporation
- MoA & AoA
- Director IDs & PAN
- Estimated income & expenditure
- Details/past activities (if available)
📌 Note: Under the new online regime, all NGOs must re-register under updated processes (post-2021) where applicable.
Why Choose RegistrationMART?
With 10+ years of NGO & non-profit incorporation experience, RegistrationMART handles:
- DSC, DIN and name approval
- Drafting MoA & AoA tailored to charitable objects
- Filing INC-12 & licence processing (INC-16)
- Assistance with 12A & 80G certification
- FCRA advisory and post-incorporation compliance
Ready to set up a Section 8 Company?
Talk to our experts for compliant incorporation, 80G/12A assistance and FCRA guidance.
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