Section 8 Company Registration in India
A Section 8 company is a not-for-profit incorporated under the Companies Act, 2013 for charitable, educational, scientific, environmental, or similar objects. It has the governance discipline of a company — a board, audited accounts, MCA filings — combined with a licence from the Central Government that forbids it from paying any dividend to its members. Every rupee of surplus goes back into the objects.
That combination is why donors, CSR funders, and grant-making institutions treat Section 8 as the most credible of the three non-profit forms in India. It is also the most demanding to maintain. For fresh incorporations the Section 8 licence is now issued together with the Certificate of Incorporation through SPICe+, so a separate INC-12 licence application is no longer part of the process.
This guide covers what a Section 8 company is, how it compares with a trust and a society, eligibility and objects, the documents including the three-year projections, the SPICe+ route, cost, timeline, the 12AB and 80G follow-on that decides whether you can fundraise, CSR-1 and FCRA, and the consequences of losing the licence.
What is a Section 8 company?
A Section 8 company is a limited company licensed by the Central Government because it intends to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment, or any similar object, and it undertakes to apply its profits and other income only to promoting those objects and to pay no dividend to members.
It is a full company in every other respect. It has a CIN, shareholders, directors, a statutory audit, and MCA annual filings. The licence is the differentiator, and it is conditional — the Central Government can revoke it if the company acts against its objects or the conditions of the licence.
One visible privilege: a Section 8 company is exempt from using "Limited" or "Private Limited" in its name, which is why so many carry words like Foundation, Association, Council, or Institute instead.
Section 8 company, trust, or society — which should a non-profit choose?
All three can hold assets, receive donations, and apply for tax exemption. They differ in how they are governed, how hard they are to change, and how much confidence an institutional funder places in them.
| Aspect | Section 8 company | Public charitable trust | Society |
|---|---|---|---|
| Governing law | Companies Act, 2013 | Indian Trusts Act, 1882 and state public trust Acts | Societies Registration Act, 1860 and state variants |
| Registering authority | Registrar of Companies, with a Central Government licence | Sub-registrar, and Charity Commissioner in some states | State Registrar of Societies |
| Minimum people | 2 members and 2 directors | Commonly a settlor and two trustees | Commonly seven members, varying by state |
| Governance | Board, statutory audit, MCA filings | Trustees, per the deed | Governing body, per the rules |
| Changing the objects | Needs approvals and filings | Often difficult once the deed is settled | Needs member approval and Registrar action |
| Nationwide recognition | Strong — a single central register | Varies by state | Varies by state |
| Funder and CSR confidence | Highest of the three in practice | Accepted | Accepted |
| Running cost | Highest | Lowest | Low to moderate |
Choose Section 8 when you intend to raise institutional grants, CSR funds, or foreign contributions, and you can live with company-grade compliance. Choose a trust when the work is small, family-led, or endowment-based and you want the lightest structure. A trust can always exist alongside a later Section 8 company if the programme grows.
Who can register a Section 8 company?
- 1.At least two members for a private Section 8 company, or seven for a public one
- 2.At least two directors for a private Section 8 company, or three for a public one
- 3.At least one director resident in India
- 4.Members may be individuals, firms, or bodies corporate, and a firm may be a member of a Section 8 company
- 5.Objects must fall within the charitable purposes listed in Section 8
- 6.An undertaking to apply income and profits only to those objects and to pay no dividend
- 7.A Class 3 digital signature certificate for every subscriber and signing director
- 8.A registered office address in India with ownership or rent proof, a current utility bill, and an owner NOC
A One Person Company cannot be incorporated as, or converted into, a Section 8 company. There is no prescribed minimum capital, and Section 8 companies are typically incorporated as companies limited by shares with a nominal capital, or limited by guarantee.
What objects qualify under Section 8?
- Promotion of commerce, art, science, or sports
- Education, research, and skill development
- Social welfare, relief of poverty, and community development
- Healthcare, nutrition, and public health
- Religion and charity
- Protection of the environment and animal welfare
- Any object similar in character to the above
Draft the objects clause carefully. It has to be genuinely charitable rather than a commercial activity dressed up, it has to be specific enough for the Registrar to see how the work will be done, and it has to be wide enough to cover the programmes you realistically expect to run. Amending a Section 8 memorandum later needs approvals that a normal company does not face.
A Section 8 company may earn income — programme fees, consultancy, sale of produce — provided the activity is incidental to the objects and the surplus is ploughed back. What it may never do is distribute that surplus to members.
What are the benefits of a Section 8 company?
- A single central register and a CIN, recognised nationwide without state-by-state questions
- No requirement to use "Limited" or "Private Limited" in the name
- Company-grade governance that institutional and CSR funders are comfortable diligencing
- No prescribed minimum capital
- Separate legal identity, perpetual succession, and limited liability for members
- A structure that supports 12AB exemption, 80G donor deduction, CSR-1 and FCRA applications
- Concessional or nil MCA incorporation fee within the prescribed capital limit
- Certain procedural exemptions under the Companies Act available to Section 8 companies
What documents are required for Section 8 registration?
- PAN and Aadhaar of every Indian subscriber and director
- Passport-size photograph of each director
- Address proof for each subscriber and director, generally not older than two months
- Registered office proof — sale deed, rent agreement, or lease deed
- Latest utility bill for the registered office premises and an owner NOC
- Notarised or apostilled documents for any foreign subscriber or director
- A statement of the proposed work and the grounds on which the licence is sought
- Estimated annual income and expenditure for the first three years, with the sources of income and the objects on which it will be spent
- A declaration by a practising CA, CS, or CMA in Form INC-14 that the application complies with the Act and rules
- A declaration by each subscriber in Form INC-15
- Director consent in Form DIR-2 and a declaration of non-disqualification
The three-year projection is the document applicants most often treat as a formality and the Registrar most often questions. Make the income sources realistic and tie the expenditure lines directly to the stated objects.
Do you still need to file INC-12?
Not for a fresh incorporation. The Section 8 licence is now issued through SPICe+ along with the Certificate of Incorporation, so a new Section 8 company does not file a standalone INC-12 licence application first. That was the older two-stage process and it produced most of the outdated guidance still circulating online.
INC-12 continues to be used by an existing company that wants to obtain a Section 8 licence and convert. The declarations in INC-14 and INC-15 remain part of the fresh-incorporation pack, and the memorandum and articles take the Section 8 formats — INC-13 for the memorandum and INC-31 for the articles — rather than the ordinary e-MOA and e-AOA.
AGILE-PRO-S is filed alongside SPICe+, and the licence number appears on the incorporation certificate itself.
How to register a Section 8 company step by step?
- 1.Obtain Class 3 DSCs for all subscribers and signing directors
- 2.Register the authorised user on the MCA V3 portal
- 3.Choose a name reflecting the charitable object, avoiding "Limited" or "Private Limited"
- 4.Run MCA and trademark searches, then file SPICe+ Part A to reserve the name
- 5.Draft the objects clause and the memorandum in Form INC-13 and articles in Form INC-31
- 6.Prepare the statement of proposed work and the three-year income and expenditure projections
- 7.Obtain the professional declaration in Form INC-14 and subscriber declarations in Form INC-15
- 8.Arrange registered office proof, a current utility bill, and the owner NOC
- 9.File SPICe+ Part B with subscriber, director, capital, and office details and all attachments
- 10.File AGILE-PRO-S for the linked registrations you need
- 11.Pay the applicable fees and stamp duty and submit with DSC
- 12.Respond to any Registrar query on the objects or the projections
- 13.Receive the Certificate of Incorporation carrying the Section 8 licence number, with PAN and TAN
How much does Section 8 company registration cost?
| Cost head | Who charges it | Indicative position |
|---|---|---|
| Name reservation (SPICe+ Part A) | MCA | A fixed fee per application |
| SPICe+ incorporation filing fee | MCA | Nil up to the prescribed authorised capital limit |
| Section 8 licence | Central Government | No separate licence fee for fresh incorporations through SPICe+ |
| Stamp duty on memorandum and articles | State government | Varies by state; some states concede relief for Section 8 |
| Class 3 DSC | Certifying authority | Per signatory, valid one to two years |
| 12AB and 80G applications | Income Tax Dept | No government fee; professional work involved |
| CSR-1 registration | MCA | No government fee; professional certification required |
| FCRA registration | MHA | Government fee applies and the entity must meet the eligibility conditions |
| Professional fees | CA / CS firm | Scoped after a short discovery call |
Incorporation is the cheap part. The realistic budget is the post-incorporation registrations plus annual audit and filing, which a working non-profit carries every year. All statutory figures are indicative and confirmed before filing.
How long does Section 8 registration take?
Expect longer than an ordinary company — commonly around two to four weeks from a complete pack. The extra time is scrutiny, not paperwork: the Registrar examines whether the objects are genuinely charitable and whether the three-year projections are coherent, and queries on those two points are common.
The tax registrations that follow have their own timelines. Plan the sequence backwards from when you actually need to receive funds, because a donor who needs an 80G receipt cannot wait for an application that has not been filed.
What tax registrations should follow incorporation?
Incorporation alone gives you no tax benefit. Two separate registrations do the work, and they do different things: 12AB exempts the institution’s own income, while 80G lets donors claim a deduction on what they give you. Fundraising from the public realistically needs both.
- 1.Apply for 12A / 12AB registration in Form 10A for provisional or fresh registration
- 2.Apply for 80G approval in Form 10A as well, so donors can claim a deduction
- 3.Convert provisional registration to regular registration, or renew an expiring one, in Form 10AB within the prescribed window
- 4.Register on the NITI Aayog NGO Darpan portal, which several grant schemes require
- 5.File MCA Form CSR-1 if you intend to implement CSR projects funded by corporates
- 6.Apply for FCRA registration or prior permission before accepting any foreign contribution
- 7.File the annual return of donations where you have issued 80G certificates
Both 12AB and 80G run for a fixed validity and must be renewed before they lapse, and the validity period has itself been amended by recent Finance Acts. Diarise the renewal at least six months ahead — an expired 12AB is far more painful to restore than to renew. See 12A and 80G registration.
What annual compliance does a Section 8 company have?
- 1.Appoint the first statutory auditor within 30 days of incorporation and file ADT-1
- 2.Maintain books of account from the first transaction — see bookkeeping services
- 3.Hold board meetings and the annual general meeting and keep minutes
- 4.Get the statutory audit done every financial year regardless of receipts
- 5.File financial statements in AOC-4 and the annual return in MGT-7 — see company annual filing
- 6.File the income tax return in ITR-7 as an institution claiming exemption
- 7.File the prescribed audit report for trusts and institutions where the exemption conditions require it
- 8.Apply at least the prescribed proportion of income towards the objects each year, and follow the accumulation rules for the rest
- 9.File the annual statement of donations where 80G certificates have been issued
- 10.Complete annual DIR-3 KYC for every director
- 11.File FCRA annual returns where the company holds FCRA registration
A Section 8 company files as a company and as a tax-exempt institution, which is two calendars rather than one. Missing the tax-side conditions is the more dangerous failure, because it can cost the exemption rather than just attracting a late fee.
What are the restrictions on a Section 8 company?
- No dividend or distribution of profit to members, in any form
- Income and profits must be applied only to promoting the stated objects
- Remuneration to members, directors, and related persons must be reasonable and within the conditions of the licence
- The objects cannot be altered without following the approval route the Act prescribes
- The licence can be revoked by the Central Government for breach of its conditions
- On revocation or winding up, remaining assets cannot go to members and must go to another entity with similar objects
- Foreign contributions cannot be accepted without FCRA registration or prior permission
- An OPC cannot be or become a Section 8 company
Licence revocation is the risk that does not exist for an ordinary company. It usually follows either a drift into commercial activity that is not incidental to the objects, or benefits flowing to the people running the organisation. Both are avoidable with a clear related-party policy and honest bookkeeping.
Why choose Arjun Filings for section 8 company registration?
Arjun Filings runs section 8 company registration as a checklist-first engagement: a qualified CA or CS scopes the work, tells you exactly which documents are needed, and reviews every form before it is signed and submitted. You get a named specialist, a status update at each stage, and a compliance calendar for whatever comes next.
- Dedicated desk for section 8 company registration
- Document checklist and filing tracking
- Bank-ready incorporation / registration pack
- Post-setup compliance calendar starter