Section 8 Company Registration Online in India

A Section 8 Company is a type of Non-Profit Organization (NGO) registered under Section 8 of the Companies Act, 2013. It is formed to promote charitable purposes such as education, social welfare, sports, science, research, art, religion, or environmental protection. Any two or more individuals with a clear non-profit goal can apply for Section 8 company registration and obtain a license from the Ministry of Corporate Affairs (MCA).

The license allows Section 8 companies to operate without adding "Limited" or "Private Limited" to their name. This makes a company registered under Section 8 distinct from regular for-profit entities. Once you file for registration via the SPICe+ form, the company becomes a separate legal entity. This means it can open bank accounts, own property, sign contracts, receive CSR funding, and handle legal matters in its own name, independent of its founders or members.

Unlike regular companies, a Section 8 Company cannot distribute its profits or income as dividends to members. All earnings are reinvested to fund the organization's stated objectives. While these companies can have share capital, it does not function in the traditional profit-making sense.

Purpose of Incorporation of a Section 8 Company

Founders with the following purposes can register a Section 8 Company in India:

• Registration provides a formal legal structure for carrying out charitable or social objectives, such as promoting education, social welfare, and charity.
• Being regulated by Section 8 of the Companies Act, 2013, makes the organization more transparent and trustworthy in the eyes of donors, partners, and the public.
• The company may become eligible for CSR funding, government grants, and other institutional funding after meeting the applicable requirements.
• With registration, the company becomes a perpetual entity, meaning it continues to exist even if its founding members change.

Legal Framework and Regulatory Authorities for Section 8 Companies

Section 8 companies operate under multiple corporate, tax, and regulatory laws. The following laws govern their incorporation, charitable activities, funding, tax benefits, and ongoing compliance:

• The Companies Act, 2013: Section 8 of the Companies Act provides the legal framework for establishing and regulating non-profit companies. It defines their charitable objectives, requires profit reinvestment, and prohibits dividend distribution to members.
• Companies (Incorporation) Rules, 2014: These rules prescribe the incorporation, naming, and licensing requirements for Section 8 companies.
• Ministry of Corporate Affairs (MCA): The MCA administers the Companies Act and manages the online incorporation and compliance process through its portal.
• Registrar of Companies (ROC): The ROC in each state is the main authority responsible for the incorporation of a Section 8 company. It grants the license and the Certificate of Incorporation.
• Income Tax Act: Section 8 companies must apply separately for 12AB registration and 80G approval to claim applicable income tax benefits and enable eligible donor deductions. The approval under 12AB and 80G must be renewed every 5 years to continue availing these benefits.
• Foreign Contribution (Regulation) Act, 2010: The Ministry of Home Affairs administers the FCRA. A Section 8 company must obtain FCRA registration or prior permission before receiving foreign contributions.
• NGO DARPAN Framework: Section 8 companies may need an NGO DARPAN registration to apply for eligible government grants and schemes.

Purpose and Objectives of a Section 8 Company

Under Section 8(1) of the Companies Act, 2013, a Section 8 company can be incorporated to promote the following non-profit objectives:

• Commerce
• Art
• Science
• Sports
• Education
• Research
• Social welfare
• Religion
• Charity
• Environmental protection
• Any other similar object

Registering as a Section 8 company provides a strong foundation for non-profits, offering the following legal and financial benefits:

• Legal Recognition and Credibility: A registered company has higher credibility among donors, government agencies, and corporate partners compared to unregistered entities.
• Tax Exemptions: Eligible for crucial tax benefits, such as exemption on income applied towards charitable objectives, tax deductions on eligible donations, and reduced tax liability on qualifying charitable activities, under Sections 12AB (tax exemption on income) and 80G (donors can claim tax deductions) of the Income Tax Act.
• No Minimum Capital: There is no prescribed minimum paid-up share capital requirement for the incorporation of a Section 8 company. This allows individuals, entrepreneurs, and organizations to establish a non-profit entity with minimal initial investment and focus their resources on achieving charitable objectives.
• Stamp Duty Exemption: Section 8 Companies enjoy exemptions from stamp duty charges applied on the company's Memorandum and Articles of Association, reducing the registration cost for the Section 8 company.
• Separate Legal Identity: It can own property, enter into contracts, and sue or be sued in its name.
• Limited Liability: Members' assets are protected, as their liability is limited to unpaid shares.
• Perpetual Succession: The company's existence is continuous, unaffected by changes in its members.
• Enhanced Fundraising: Its formal structure and tax benefits make it easier to attract funds from various sources, including CSR and grants.
• FCRA Eligibility: An eligible Section 8 company can apply for FCRA registration or prior permission to receive foreign contributions, subject to applicable conditions.

Disadvantages of Section 8 Company Registration

While a Section 8 company offers many benefits, it also comes with certain disadvantages that require careful attention, such as:

• Strict Compliance: These companies face stringent compliance requirements under the Companies Act, 2013, involving regular filings and meetings, which can incur substantial professional fees.
• Mandatory Annual Audit: A Section 8 company must undergo a statutory audit every financial year, regardless of its turnover.
• Complex Incorporation Process: The MCA scrutinises Section 8 license applications more closely than ordinary company incorporation applications.
• No Profit Distribution: Members cannot receive any profits, which are to be reinvested into the company's objectives. This is a major drawback for those seeking personal financial returns.
• Complex Regulations: The process and rules governed by the MCA are more complex compared to a trust or society.
• Revocable License: The Central Government holds the power to revoke the license if the company is found to be working against its stated objectives or violating legal provisions.
• No Personal Member Benefits: Beyond contributing to a cause, members gain no direct personal financial benefits, ownership stakes, or transferable shares.

To understand whether this structure suits your organization, read our detailed guide on the advantages and disadvantages of a Section 8 company to make the right decision.

To begin the Section 8 company registration process, founders must meet the following basic eligibility requirements:

1. Core Requirements

• A Section 8 company requires a minimum of two directors. If incorporated as a public limited Section 8 company, it requires a minimum of three directors. At least one director must stay in India for 182 days or more during the financial year, as required under Section 149(3) of the Companies Act, 2013. For a newly incorporated company, this requirement applies proportionately during its first financial year.
• The company must have at least 2 members/subscribers to get started. The members and directors can be the same people.
• The proposed name must be unique and cannot be similar to any existing company or trademark. It should reflect the business’s social objectives.
• The company's founding documents (the Memorandum and Articles of Association) must clearly state its charitable or non-profit goals.
• The company must have a valid registered office address in India and submit the required address proof.

2. Mandatory Prerequisites

• All proposed directors and members must provide their identity and address proofs (PAN Card and Aadhaar).
• All proposed directors must obtain a Digital Signature Certificate (DSC) to sign e-forms and documents electronically during the online registration process.
• Every proposed director needs a Director Identification Number (DIN), a unique 8-digit number allotted by the Central Government. It is mandatory for anyone intending to be a director in an Indian company. SPICe+ Part B can allot DINs to up to 3 proposed directors, while additional directors must apply through Form DIR-3.
• Proposed directors must not be disqualified under Section 164 of the Companies Act, 2013.
• A practising CA, CS, or CMA must certify the Section 8 incorporation application.
• NRIs and foreign nationals may become directors, subject to applicable laws. A valid passport is mandatory, and documents issued or executed abroad may require notarization, apostille, or consularisation.

Read our guide on who can form a Section 8 company in India to learn more about eligibility.

Here is a complete checklist of documents required for the incorporation of a Section 8 Company via the MCA portal:

• From Directors/Members:
  • PAN Card (mandatory for Indian nationals).
  • Identity Proof (Aadhaar Card, Voter ID, Passport, or Driving License).
  • Address Proof (Recent bank statement, utility bill not older than 2 months).
  • Passport-size photographs.
  • Class 3 DSC for every proposed director.

For Foreign Directors or Subscribers

• Passport as identity proof for NRIs and foreign nationals.
• Overseas address proof, like recent address documents issued outside India.

Note: Foreign documents may require notarization, apostille, or consularisation, depending on the country of issue and applicable requirements.

• For the Registered Office:
  • Address Proof (Recent utility bill, like electricity or telephone bill, not older than 2 months).
  • No Objection Certificate (NOC) from the property owner.
  • Rent Agreement (if the premises are rented).
• Other Documents:
  • Drafted Memorandum of Association (MOA) in Form INC-13.
  • Drafted Articles of Association (AOA).
  • A projected statement for the next 3 years, outlining the company’s planned activities, income, and expenses.

Here is the complete Section 8 company registration process, fully online through the MCA portal (mca.gov.in).

Step 1. Get DSC & DIN

Obtain a Class 3 DSC for all proposed directors from licensed Certifying Authorities like eMudhra and Sify. It is required to sign forms and documents electronically on the MCA portal. Along with DSC, each director must get a DIN.

Step 2. Section 8 Company Name Approval (SPICe+ Part A)

Apply for name approval using SPICe+ Part A on the MCA portal. Once approved, the name remains reserved for 20 days.

Before applying, use Startupease Section 8 company name search tool or conduct a search on the MCA portal to check availability and avoid rejection.

Name Guidelines:

• The name must clearly reflect the company's charitable or non-profit objectives.
• It must comply with MCA naming rules under Rule 8 of the Companies (Incorporation) Rules, 2014.
• Permitted suffixes include: Foundation, Forum, Association, Federation, Chambers, Council, Electoral Trust, etc.

Note: You may propose up to 2 names when filing Part A separately. If you file Part A and Part B together, you may propose only 1 name.

Step 3. Draft MOA & AOA

Prepare the Memorandum of Association (MOA) in Form INC-13, a format prescribed specifically for non-profit objects under the Companies (Incorporation) Rules, 2014. The MOA must clearly state the company’s charitable objectives and restrictions on profit distribution.

Prepare the Articles of Association (AOA) in the applicable MCA-prescribed format. The AOA must define its internal governance and management rules.

Submit Form INC-14 with a declaration from a practising Chartered Accountant, Cost Accountant, or Company Secretary confirming compliance with Section 8 requirements.

Step 4: File Incorporation (SPICe+ Part B) and Other Forms

Complete the main Section 8 company registration form, SPICe+ Part B (Form INC-32), on the MCA portal. This single form integrates applications for:

• Company Incorporation
• DIN allotment
• Section 8 license
• PAN and TAN for the company
• GST Registration (optional)
• EPFO Registration
• ESIC Registration (if applicable)

A separate Form INC-12 application is no longer required for a fresh Section 8 incorporation.

Moreover, upload the applicable linked forms, including the prescribed AOA, AGILE-PRO-S, and supporting documents. The MCA process also includes the required declarations by subscribers, directors, and the practising professional.

Step 5. ROC Review, License Approval, and Certificate Issuance

Once all forms and documents are submitted, the Registrar of Companies will review the application and documents. If everything is in order, the ROC will grant the license in Form INC-16 and Certificate of Incorporation in Form INC-11. The Section 8 license application is mandatory for the company to operate as a non-profit entity.

The entire procedure of Section 8 company registration generally takes 10–15 working days after submitting complete and accurate documents.

The timeline may vary if the MCA requests additional information, rejects the proposed name, or identifies errors in the application or supporting documents.

Validity of Section 8 Company Registration

A Section 8 company has perpetual succession and does not require renewal of its Certificate of Incorporation. However, it must continue to meet its charitable objectives and comply with the Companies Act, 2013. The Central Government may revoke its Section 8 license under Section 8(6) for non-compliance or fraudulent conduct.

Renewal of Section 8 Company and Related Registrations

The Section 8 company itself does not require renewal. However, the company must renew or convert its linked registrations, such as 12A, 80G and FCRA, within the applicable deadlines. It must also complete annual filings, maintain proper accounts, and follow ongoing legal and tax requirements.

While the Section 8 Company registration remains valid, related tax and regulatory registrations have separate validity periods:

The total Section 8 Company registration costs are a combination of government charges and professional service costs. The overall charge can vary based on the complexity of the application and the state of registration.

Here are the pricing details to incorporate a Section 8 company:

Note: PAN and TAN applications are integrated with SPICe+ Part B and are not usually charged as separate government applications. The actual cost may vary based on the company’s requirements and the applicable state stamp duty.

The Section 8 company incorporation process uses SPICe+ and its linked forms through the MCA V3 portal. These are:

Note: The MCA incorporation process includes the required professional and subscriber declarations within the integrated filing workflow. Therefore, INC-14 and INC-15 are not filed as separate attachments for a fresh Section 8 incorporation, but uploaded within the SPICe+ form.

After incorporation, a Section 8 company must complete initial, annual, and event-based compliance requirements. The applicable filings depend on its activities, funding, tax registrations, and other business changes.

Here are the compliance requirements of a Section 8 Company:

1. Initial Compliance Requirements After Section 8 Company Incorporation

After incorporation, a Section 8 company must complete these one-time requirements within the prescribed timelines.

2. Annual Compliance Requirements for Section 8 Companies

After completing the initial requirements, a Section 8 company must meet annual corporate, tax, and regulatory obligations. The table below summarises the key recurring compliances and their filing timelines:

Note: These are the latest possible filing dates if the AGM is held on 30 September 2027. If the AGM is held earlier, the AOC-4 and MGT-7 deadlines will also move earlier, based on the actual AGM date.

3. Event-Based Compliance to Follow After Section 8 Company Incorporation

A Section 8 company must complete additional filings when specific changes or events occur. The table below outlines the key event-based compliances and applicable forms:

Note: Compliance requirements may vary based on the company’s activities, turnover, tax registrations, foreign funding, and other factors. A Section 8 company should review its compliance obligations regularly to avoid late fees, penalties, or regulatory action.

A Section 8 company has the following defining features:

• Focus on a Cause: These companies are created solely to promote non-profit goals like education, arts, social welfare, or environmental work.
• Minimum Members and Directors: It requires at least 2 members and 2 directors, with no maximum limit, subject to the Companies Act and applicable rules.
• Profits Reinvestment: The company must reinvest all income into its objectives. It cannot be paid out as dividends to members.
• Distinct Legal Identity: The company is legally separate from its members, allowing it to own property, sign contracts, and manage legal matters in its name.
• Limited Liability for Members: The personal assets of the members are safe. Their financial responsibility is limited, typically to the amount they promised to contribute (in a company limited by guarantee) or the value of their shares (if any).
• Official Government License: They operate under a license from the MCA, which adds to their credibility and requires them to follow specific rules.
• No "Ltd." or "Pvt. Ltd." in Name: Unlike other companies, they are exempt from adding "Limited" or "Private Limited" to their name, highlighting their non-profit nature.
• Eligible for Tax Exemptions: After registration, they can apply for tax benefits under sections 12AB and 80G of the Income Tax Act. (Note: The former Section 12A registration is now governed under the new Section 12AB).

A Section 8 company can raise funds through various channels, including:

• Individual and Domestic Donations: A Section 8 company can receive voluntary contributions from individuals, companies, charitable foundations, and other domestic organizations. 80G approval can make donations more attractive by allowing eligible donors to claim tax deductions.
• Corporate CSR Funding: A Section 8 company can act as a CSR implementing agency and receive CSR funds for eligible activities. An independent Section 8 company generally needs to register with the MCA through Form CSR-1 and meet the applicable eligibility requirements.
• Foreign Contributions: A Section 8 company must obtain FCRA registration or prior permission before accepting foreign contributions. Regular FCRA registration generally requires a track record of at least 3 years and the prescribed level of expenditure on its stated objectives. Newer organizations may apply for prior permission for a specific donor, project, and amount.
• Government Grants: Eligible Section 8 companies can apply for grants and schemes offered by government departments. Many government grant applications require an NGO DARPAN Unique ID.
• Institutional Grants: Charitable foundations, philanthropic organizations, and development agencies may provide project-based or programme-based grants that support the company’s stated objectives.
• Membership Fees and Contributions: Membership-based Section 8 companies can collect membership fees and contributions to support their non-profit activities.
• Income From Permitted Activities: The company may also generate income through activities that support its stated objectives, subject to applicable legal and tax requirements.

A Section 8 Microfinance Company is a non-profit entity registered under Section 8 of the Companies Act, 2013, to provide financial support to economically weaker sections, small entrepreneurs, and underserved communities without the objective of earning profits.

It can undertake activities such as:

• Providing small loans to individuals and communities.
• Promoting financial literacy and awareness programs.
• Supporting livelihood development and community welfare initiatives.

A Section 8 microfinance company must operate within the permitted legal framework and comply with the requirements of the Companies Act, 2013. The company must:

• Obtain a Section 8 licence from the ROC through the MCA incorporation process.
• Include microfinance and social welfare activities in its MOA (Form INC-13).
• Maintain applicable annual filing, tax, and regulatory compliance.
• Obtain 12AB registration and 80G approval separately to claim income tax benefits and enable eligible donor deductions.

Planning to start one? Get end-to-end support with our Section 8 Microfinance Company Registration service, covering the process, documents, RBI considerations, and fees.

Failure to comply with the Companies Act requirements can lead to severe consequences, including significant fines and potential strike-off of the Section 8 Company.

1. Penalties for Late Annual Filings: Delayed filing of Form AOC-4 or Form MGT-7 attracts a ₹10,000 penalty plus ₹100 per day of delay. The maximum penalty is ₹2 lakh for the company and ₹50,000 for each officer in default. Section 8 companies do not get Section 446B reduced penalties.
2. Revocation of Section 8 License Under Section 8(6): Under Section 8(6), the government may revoke the license if the company acts fraudulently, violates conditions, fails to meet objectives, or acts against public interest.
3. Penalties for Contraventions Under Section 8(11): Under Section 8(11), violations may attract a fine of ₹10 lakh to ₹1 crore. Directors or officers may face imprisonment for up to 3 years, a fine of ₹25,000 to ₹25 lakh, or both.
4. Fraud Penalties: Fraud involving ₹10 lakh or 1% of turnover, whichever is lower, may result in imprisonment of 6 months to 10 years and a fine of 1 to 3 times the amount involved.

A Section 8 company is incorporated as a company and does not receive an automatic income-tax exemption. Its tax benefits generally arise only after it obtains registration under Section 12AB and meets the conditions under the Income Tax Act.

• Tax Benefits With 12AB Registration: A Section 8 company with 12AB registration can claim exemption under Sections 11 and 12 by applying 85% of income toward charitable objectives. It can retain 15% and accumulate income for approved purposes for up to 5 years through Form 10.
• Tax Without 12AB Registration: Without 12AB registration, income is taxable under applicable corporate tax provisions, including the 22% tax rate under Section 115BAA, where eligible, plus surcharge and cess.
• Donations and 80G Benefits: Donations may qualify for tax benefits, subject to conditions. 80G approval allows eligible donors to claim a 50% deduction. Corpus donations may qualify under Section 11(1)(d), while anonymous donations exceeding the higher of ₹1 lakh or 5% of total donations are taxed at 30%.
• Business Income Tax Treatment: Income from activities related to charitable objectives is allowed if separate books are maintained. Unrelated commercial income may become taxable and affect exemption eligibility.
• ITR Filing and Audit Compliance: A Section 8 company with 12AB registration generally files ITR-7. Form 10B applies if income exceeds ₹5 crore, foreign contributions are received, or income is applied outside India. Form 10BB applies in other audit cases. Audit report is due by 30 September and ITR by 31 October.
• Other Tax Compliances: A Section 8 company may need to comply with GST for taxable supplies, TDS on applicable payments, and Form 10BD and Form 10BE filing requirements for organizations with 80G approval.

The Certificate of Incorporation is the official document that proves the legal existence of the Section 8 Company.

• Issuing Authority: It is issued by the Ministry of Corporate Affairs (MCA) through the jurisdictional Registrar of Companies (ROC).
• Certificate Form: The certificate is issued in Form INC-11.
• Key Details: The certificate includes the company's name, its unique 21-digit Corporate Identity Number (CIN), the date of incorporation, and the PAN and TAN of the company.
• Evidence of Existence: It serves as conclusive evidence that all the requirements for registration under the Companies Act have been fulfilled.
• License Number: For a Section 8 company, the license number granted by the Central Government is also mentioned in the Certificate of Incorporation, confirming its special status as a non-profit entity.

How to Download a Section 8 Company Registration Certificate Online?

If you want to download the Certificate of Incorporation or the license issued under Section 8, follow these steps:

1. Visit the MCA Website: Go to the official Ministry of Corporate Affairs (MCA) website mca.gov.in
2. Log In with Your Credentials: Click on the ‘Login’ button in the top right corner. Enter your registered email ID and password to access your account. If you don’t have an account, click on ‘Register’ and complete the sign-up process.
3. Use the 'View Public Documents' Option: Once logged in, hover over the ‘MCA Services’ tab in the main menu. From the dropdown, choose ‘View Public Documents’.
4. Search for Your Company: Enter your company's Corporate Identification Number (CIN) or name in the search box. Fill in the security code (captcha) and click Submit.
5. Make the Required Payment: To access the incorporation certificate and related documents, you may need to pay a small fee (usually ₹100 per company). Follow the on-screen instructions to complete the payment securely online.
6. Access and Download the Certificate: After payment, go to ‘My Workspace’ > ‘Documents’ on the MCA portal. Locate the Certificate of Incorporation or Section 8 License in the list and click to download it as a PDF.

Choosing the right legal structure is a critical first step for any nonprofit initiative. Here is a comparison of the three primary forms of NPOs in India.