Separate Legal Entity
The company owns property, contracts, sues and is sued in its own name, with perpetual succession. Founders can leave without the organisation dissolving.
SECTION 8 COMPANY
Section 8 Registration
Get expert assistance to incorporate a non-profit Section 8 company under the Companies Act, 2013. Object drafting, MOA in INC-13, licence granted with your Certificate of Incorporation through SPICe+, PAN, TAN plus 12A, 80G and CSR-1 guidance. Fully online in 15–20 working days.
15–20Working Days
DedicatedExpert Assistance
No INC-12Licence with SPICe+
GET LICENSED
Get Expert Consultation
Fill out the form to consult our specialists and start your Section 8 incorporation.
Thanks! Your consultation request has been received. Our expert will contact you shortly.
SAMPLE
Certificate of Incorporation
Ministry of Corporate Affairs (MCA) — sample certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
Licence with Incorporation
Section 8 licence issued together with Certificate of Incorporation via SPICe+
02
Minimum People
2 Directors + 2 Members (Private) | 3 Directors + 7 Members (Public)
03
No Minimum Capital
Incorporate with as little as ₹10,000 authorised capital
04
Tax & Funding Path
Eligible for 12A, 80G, CSR-1 and FCRA after 3 years
OVERVIEW
What is a Section 8 Company?
A Section 8 company is a non-profit company licensed under Section 8 of the Companies Act, 2013 to promote commerce, art, science, sports, education, research, social welfare, religion, charity or protection of the environment. It must apply all its income to its objects and cannot pay any dividend to members. In return, it may drop “Limited” or “Private Limited” from its name.
Since 15 August 2019 the licence is granted together with the Certificate of Incorporation through SPICe+. There is no separate Form INC-12 for a new company. The structure is preferred by institutional funders, CSR committees and government departments because the constitution itself locks surplus into the objects and all filings are publicly verifiable on the MCA portal.
Governing Law
Companies Act, 2013 (Section 8)
Authority
MCA / Registrar of Companies
Filing Form
SPICe+ (INC-32)
Timeline
15–20 Working Days
KEY BENEFITS
8 Exclusive Advantages of a Section 8 Company.
What the corporate non-profit form buys you that a trust deed or society registration does not.
Limited Liability
Members are liable only up to their shares or their guaranteed amount. Trustees of an unregistered body can carry personal exposure for the same activity.
Preferred for CSR Funding
CSR committees favour an MCA-registered entity because the CIN, the board and the annual filings make due diligence fast and verifiable.
Works Across Every State
Registration is central. A trust or society is registered under state law and can face friction when it operates outside its home state.
12A, 80G & FCRA Eligible
Qualifies for income-tax exemption under 12AB, donor deduction under 80G, and (after three years) FCRA registration for foreign contributions.
No Minimum Capital
You can incorporate with ₹10,000 of authorised capital. The barrier to entry is documentation quality, not funding.
Name without “Limited”
Section 8(1) permits the suffix to be dropped, so the name reads as an institution rather than a business. Only Section 8 companies get this.
Governance Funders Can Audit
Board meetings, statutory registers, audited accounts and public MCA filings produce the paper trail that grant agreements require.
ELIGIBILITY CRITERIA
Who can register a Section 8 Company?
| Criterion | Requirement | Remarks |
|---|---|---|
| Entity Type | Private or Public Section 8 Company | OPC cannot be Section 8 |
| Minimum Members | 2 (Private) / 7 (Public) | Directors may also be members |
| Minimum Directors | 2 (Private) / 3 (Public) | At least 1 resident director (182 days in India) |
| Minimum Capital | None | Can start with ₹10,000 authorised capital |
| Object Clause | Must promote permitted charitable / non-profit objects | Written into MOA in Form INC-13 |
| Dividend | Completely prohibited | Enforced by licence and memorandum |
| Name | Cannot use “Limited” or “Private Limited” | Usually ends with Foundation / Association / Council |
DOCUMENTS REQUIRED
What you need to apply.
1. Identity & Address Proof
PAN (mandatory for Indian nationals), Aadhaar / Passport / Voter ID, recent utility bill or bank statement (not older than 2 months), passport-size photograph of every director and member.
2. Registered Office Proof
Ownership deed or rent agreement, utility bill (≤ 2 months), and NOC from the owner consenting to use of the premises as registered office.
3. MOA in Form INC-13
Prescribed format containing the object clause, application-of-income clause and the clause prohibiting payment of dividend.
4. Articles of Association
Internal governance rules of the company covering board meetings, membership, winding-up and other operational matters.
5. Three-Year Projection & Statement of Work
Estimated annual income and expenditure for the next three financial years with clear funding sources, plus a description of proposed activities.
6. Declarations & DSC
INC-14 declaration by a practising professional, INC-15 declarations by each subscriber on stamp paper, and Class 3 Digital Signature Certificate for every director/subscriber.
6-STEP TIMELINE
How to Register a Section 8 Company
1. Object & Structure Finalisation
Confirm that a Section 8 company (rather than a trust or society) fits your plan. Draft the charitable object so it satisfies Section 8(1) and supports later 12A / 80G applications.
2. DSC & Name Reservation
Obtain Class 3 Digital Signature Certificates for all directors and subscribers. Reserve the proposed name via SPICe+ Part A or RUN. Name must reflect the object and omit “Limited”.
3. Draft MOA (INC-13), AOA & Projection
Prepare the memorandum in the prescribed INC-13 format, Articles of Association, three-year income-and-expenditure estimate and statement of proposed work.
4. INC-14 & INC-15 Declarations
A practising CA / CS / Cost Accountant signs INC-14 confirming conformity with Section 8. Each subscriber signs INC-15 on stamp paper.
5. SPICe+ Filing (Licence + Incorporation)
File SPICe+ (INC-32) together with e-MOA, e-AOA and AGILE-PRO-S. Since 15 August 2019 the Section 8 licence number is allotted in the same filing — no separate INC-12 is required for a new company.
6. Certificate + Post-Incorporation Steps
Receive Certificate of Incorporation, Section 8 licence, PAN and TAN. Then open bank account, appoint first auditor, file INC-20A, and apply for 12A / 80G, NGO DARPAN and CSR-1.
STRUCTURE COMPARISON
Section 8 vs Trust vs Society
| Parameter | Section 8 Company | Trust | Society |
|---|---|---|---|
| Governing Law | Companies Act, 2013 | Indian Trusts Act / State Act | Societies Registration Act, 1860 |
| Registering Authority | MCA / Registrar of Companies | Sub-Registrar / Charity Commissioner | State Registrar of Societies |
| Minimum People | 2 members + 2 directors | 2 trustees | 7 members |
| Timeline | 15–20 working days | 7–15 working days | 15–30 working days |
| Operates Across States | ✓ Yes | ✗ No | ✗ No |
| Separate Legal Entity | ✓ Yes | ✗ No | ✓ Yes |
| Limited Liability | ✓ Yes | ✗ No | ✗ No |
| Preferred for Corporate CSR | ✓ Yes | ✗ No | ✗ No |
| Annual MCA Filings | AOC-4, MGT-7, DIR-3 KYC | None | State annual list |
AFTER THE LICENCE
Registrations & Compliance After Incorporation
Incorporation makes the entity exist. The registrations below are what make it fundable, and the annual filings keep it that way.
Income Tax Exemption
Apply immediately after incorporation in Form 10A. Exempts the entity’s own income from tax when used for charitable purposes.
Donor Tax Deduction
Applied alongside 12A. Lets your donors claim 50% or 100% deduction on donations — materially improves fundraising.
NITI Aayog Unique ID
Free registration once PAN and Certificate of Incorporation are ready. Required by most central & state grant schemes and CSR diligence.
Corporate CSR Funds
File Form CSR-1 after 12A and 80G are granted. Makes the company eligible to receive CSR funds under Section 135.
ANNUAL OBLIGATIONS
Key Compliance Deadlines
| Obligation | Deadline | Form | Consequence of Default |
|---|---|---|---|
| Appoint first auditor | Within 30 days of incorporation | ADT-1 | Members must appoint within 90 days |
| Declaration of commencement | Within 180 days of incorporation | INC-20A | ₹50,000 on company + ₹1,000/day on officers |
| Board meetings | At least 1 every 6 calendar months | Minutes book | Section 8 relaxation (vs 4 meetings norm) |
| Annual General Meeting | By 30 September | Notice & minutes | Penalty under Section 99 up to ₹1 lakh |
| Financial statements | Within 30 days of AGM | AOC-4 | ₹100 per day, no cap |
| Annual return | Within 60 days of AGM | MGT-7 | ₹100 per day, no cap (MGT-7A not available) |
| Director KYC | By 30 September each year | DIR-3 KYC | DIN deactivated; ₹5,000 to reactivate |
| Income tax return | 31 October (where audited) | ITR-7 | Exemption at risk; late fee & interest |
Important:
The Section 8 licence is conditional. Section 8(6) allows the Central Government to revoke it if the company contravenes the objects, conducts affairs fraudulently, or acts against public interest. Revocation forces the company to add “Limited” to its name and can lead to winding up. Staying inside the object clause and filing on time protects the licence.
WHY CHOOSE US
Why Corporate Mart for Section 8?
We treat the object clause and the three-year projection as the documents that decide approval — not as afterthoughts.
Section 8 Specialists
DPIIT- and MCA-experienced advisors who have guided multiple non-profits through recognition, 12A/80G and CSR-1. Objects are drafted once for both the Registrar and later tax registrations.
INC-14 Certification Included
The declaration that MOA and AOA conform to Section 8 must be signed by a practising professional. We arrange it inside the same professional fee — no hidden extras.
End-to-End SPICe+ Filing
Name search, MOA in INC-13, AOA, three-year projection, INC-14/INC-15 declarations and the complete SPICe+ package that carries your licence. We respond to Registrar queries at no extra fee.
Post-Licence Funding Path
Incorporation is step one. We sequence 12A, 80G, NGO DARPAN, CSR-1 and FCRA so nothing blocks your first grant or CSR receipt.
Fill Form → Expert Review → Object Drafting → SPICe+ Filing → Licence + Certificate
FAQ
Frequently Asked Questions
A Section 8 company is a non-profit company registered under Section 8 of the Companies Act, 2013 to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment or any similar object. It applies all its income and profits toward that object and cannot pay any dividend to its members. It is also the only company form allowed to drop “Limited” or “Private Limited” from its name.
No, not for a new company. The Companies (Incorporation) Sixth Amendment Rules, 2019 (effective 15 August 2019) substituted Form INC-12 with SPICe (now SPICe+) in Rule 19. The Section 8 licence number is now allotted at the time of incorporation itself. INC-12 survives only for an existing company converting into a Section 8 company under Rule 20.
Typically 15–20 working days end-to-end: DSC issuance (1–2 days), name reservation (2–3 days), drafting of MOA, AOA, projection and declarations (3–5 days), and MCA processing of SPICe+ with licence and Certificate of Incorporation (7–12 days).
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. This covers SPICe+ fee (nil up to ₹15 lakh authorised capital), state stamp duty, Class 3 DSCs and PAN/TAN. Government and statutory charges are billed separately at actuals.
No. The Companies (Amendment) Act, 2015 removed the minimum paid-up capital requirement. You may incorporate with ₹10,000 of authorised capital. Most promoters keep authorised capital at ₹1 lakh because stamp duty and the SPICe+ slab both track authorised capital.
A private Section 8 company needs a minimum of 2 directors and 2 members. A public Section 8 company needs 3 directors and 7 members. Directors and members may be the same people. At least one director must be a resident of India (stay of 182 days or more in the previous financial year).
No. An OPC cannot be incorporated as, or converted into, a Section 8 company under Rule 3 of the Companies (Incorporation) Rules, 2014. A single individual needs a second member and a second director. A private trust is the usual alternative where a single founder wants to act without a partner.
No. A licence under Section 8 is a company-law status. Income-tax exemption is a separate registration under Section 12AB, and the donor deduction is a separate registration under Section 80G — both applied for in Form 10A on the income-tax portal after incorporation. Until 12AB is granted, the company is taxed like any other company.
