NON-PROFIT COMPANY REGISTRATION (SECTION 8 COMPANY)

Section 8 Company is a non-profit organization registered under the Companies Act, 2013

1. Introduction

A Section 8 Company is a non-profit organization registered under the Companies Act, 2013 with the objective of promoting charitable, social, educational, environmental, cultural, and other welfare activities. Unlike a normal company, a Section 8 Company cannot distribute profits to its members and must apply its income solely towards its objectives.

This is the most reputed and structured form of NGO in India due to strong corporate governance and compliance standards.

2. Broad Objectives

Section 8 Companies may be formed for purposes such as:

• Education and literacy development
• Health and medical relief
• Art, culture, sports, and heritage
• Social welfare and community development
• Environment protection
• Women and child welfare
• Research, training, and skill development
• Relief to poor and disaster management
• Promotion of commerce, science, technology, and charity

3. Features of a Section 8 Company

• Registered under Companies Act, 2013
• Operates as a Non-Profit Organisation
• Income or profit cannot be distributed to members
• Higher credibility than Trust or Society
• Eligible for 12A & 80G registration
• Can receive donations, grants, and CSR funds
• Limited liability for members
• Strong governance, transparency, and legal protection
• Managed by a Board of Directors

4. Minimum Requirements

• 2 Directors (for Private Ltd Section 8)
• 3 Directors (for Public Ltd Section 8)
• Minimum 2 Members
• One Director must be an Indian resident
• Registered office with valid proof
• No minimum capital requirement

5. Documents Required

A. For Directors / Members

• PAN Card
• Aadhaar / Passport / Voter ID
• Passport-size photograph
• Email ID & Mobile Number
• DIN (Director Identification Number)– obtained during registration

B. For Registered Office

• Electricity / Water / Gas Bill
• Rent Agreement (if rented)
• NOC from property owner

C. Other Documents

• Proposed name of the company
• Objectives and activity plan
• Draft MOA & AOA (in section 8 format)

6. Registration Procedure

1. Digital Signature Certificate (DSC) for directors
2. Apply for Name Reservation through RUN / SPICe+
3. Draft MOA (Memorandum of Association) and AOA (Articles of Association)
4. File SPICe+ Form with ROC along with:
   • DIR-2
   • Declarations in Form INC-14 & INC-15
   • Financial declarations
5. Registrar examination
6. Issuance of Section 8 License (Form INC-16)
7. Issuance of Certificate of Incorporation(COI)
8. Apply for PAN & TAN(auto-generated with COI)

7. Contents of MOA (Section 8 Format)

• Name Clause
• Registered Office Clause
• Objects Clause (charitable purposes)
• Liability Clause
• Application of Income Clause
• Dissolution Clause
• Restrictions on profit distribution

8. Post-Incorporation Compliances

• Hold first Board Meeting
• Maintain Books of Accounts
• Annual filing of AOC-4 & MGT-7
• Maintain statutory registers
• Conduct AGM every year
• Auditor appointment in Form ADT-1
• Apply for 12A & 80G for tax exemption
• FCRA registration (after 3 years, if eligible)

9. Benefits of a Section 8 Company

• Highest credibility among NGO structures
• Separate legal identity
• Perpetual succession
• Eligible for CSR funds (as per Companies Act)
• Transparent governance ensures donor confidence
• Can open branches anywhere in India
• Tax benefits after 12A & 80G approval

10. Difference Between Trust, Society & Section 8 Company

11. Important Notes

• All profits must be used only for charitable objectives
• No dividend can be paid to members
• Proper accounting and transparency are mandatory
• Alteration of MOA/AOA requires ROC approval

12. Conclusion

A Section 8 Company is ideal for organizations aiming for professional governance, national-level operations, and large-scale social impact. It offers high credibility, legal protection, and eligibility for government and CSR funding. Proper drafting, compliance, and governance ensure smooth functioning and long-term sustainability.