Section 8 Company Registration Online in India
Register your Section 8 Company (NGO) online with legitway services starting from ₹2,999. Our CA/CS professionals assist you throughout the incorporation process, from company name approval and Section 8 licence application to MCA registration and post-incorporation compliance.
MCA Incorporation Certificate in approximately 10–15 business days
12AB & 80G Registration Support for eligible tax benefits
Expert Drafting of INC-13 MOA, AOA & Section 8 Licence Documents
Ongoing NGO Compliance & Filing Assistance
End-to-End Section 8 Registration Support by CA/CS Experts
What is a Section 8 Company in India?
A Section 8 Company is a type of non-profit organisation (NGO) incorporated under Section 8 of the Companies Act, 2013. It is established to promote charitable and social objectives such as education, social welfare, sports, science, research, art, religion, charity, and environmental protection.
Two or more eligible individuals can come together to establish a Section 8 Company with a clearly defined non-profit objective. The company requires approval from the Ministry of Corporate Affairs (MCA) and is incorporated through the prescribed MCA process.
One of the key features of a Section 8 Company is that it can operate without using the words “Limited” or “Private Limited” in its name, subject to the applicable legal requirements. Once incorporated, it becomes a separate legal entity, allowing it to open bank accounts, own assets, enter into contracts, receive eligible funding, and undertake legal activities in its own name.
Unlike a conventional for-profit company, a Section 8 Company cannot distribute profits or dividends among its members. Any income or surplus generated must be used towards achieving the organisation’s stated objectives. A Section 8 Company may have share capital, but its primary purpose remains the promotion of its approved non-profit objectives rather than distributing profits.
Purpose of Incorporating a Section 8 Company
A Section 8 Company provides a formal and structured legal framework for individuals and organisations working towards social and charitable objectives. Key purposes include:
Promoting Social and Charitable Causes: It provides a recognised legal structure for activities related to education, healthcare, social welfare, charity, environmental protection, and other public-benefit initiatives.
Greater Transparency and Credibility: Being governed by the Companies Act, 2013, can strengthen the organisation’s credibility among donors, beneficiaries, partners, and other stakeholders.
Access to Institutional Funding: Subject to meeting applicable requirements, Section 8 Companies may be eligible to receive CSR funding, government grants, and other institutional support.
Perpetual Succession: The organisation continues to exist as a separate legal entity even when its directors, members, or founders change.
Legal Framework and Regulatory Authorities
Section 8 Companies are governed by various corporate, tax, and regulatory laws. The key regulatory frameworks and authorities include:
Companies Act, 2013: Section 8 establishes the legal framework for incorporating and regulating non-profit companies, including their objectives, use of income, and restrictions on profit distribution.
Companies (Incorporation) Rules, 2014: These rules provide requirements relating to incorporation, documentation, naming, and licensing of Section 8 Companies.
Ministry of Corporate Affairs (MCA): The MCA oversees company incorporation and statutory compliance through its online portal.
Registrar of Companies (ROC): The concerned ROC handles company registration and statutory filings in accordance with the applicable provisions.
Income Tax Act: A Section 8 Company can separately apply for 12AB registration and 80G approval to obtain applicable tax benefits and enable eligible donors to claim deductions. The validity and renewal requirements depend on the applicable tax provisions and approval granted.
Foreign Contribution (Regulation) Act, 2010 (FCRA): Organisations intending to receive foreign contributions must comply with FCRA requirements and obtain registration or prior permission, as applicable.
NGO DARPAN: Section 8 Companies may require NGO DARPAN registration when applying for certain government grants, schemes, or institutional benefits.
Objectives of a Section 8 Company
Under Section 8(1) of the Companies Act, 2013, a Section 8 Company can be established to promote objectives such as:
Commerce
Art and culture
Science
Sports
Education
Research
Social welfare
Religion
Charity
Environmental protection
Other similar activities that serve a public or charitable purpose
The organisation must apply its income and resources towards these objectives and comply with the conditions applicable to Section 8 Companies.
Benefits of Section 8 Company Registration
Registering a Section 8 Company provides a recognised legal structure for organisations working towards charitable, social, educational, or other non-profit objectives. Some of the key advantages include:
Legal Recognition and Credibility: A registered Section 8 Company has a formal legal identity, which can improve its credibility among donors, government authorities, corporate partners, and other stakeholders.
Potential Tax Benefits: Eligible organisations can apply for 12AB registration and 80G approval under the Income Tax Act. These provisions may provide tax benefits to the organisation and allow eligible donors to claim deductions, subject to applicable conditions.
No Minimum Capital Requirement: There is no prescribed minimum paid-up share capital requirement for incorporating a Section 8 Company. This allows founders to establish the organisation with capital suited to its operational needs.
Stamp Duty Benefits: Applicable exemptions or concessions on stamp duty for incorporation documents may reduce the overall cost of registration, depending on the relevant state laws and regulations.
Separate Legal Identity: A Section 8 Company has an identity separate from its members. It can own property, enter into contracts, maintain bank accounts, and initiate or defend legal proceedings in its own name.
Limited Liability: Members generally enjoy limited liability, meaning their personal assets are protected from the company’s liabilities, subject to the applicable legal provisions.
Perpetual Succession: The company continues to exist even when its members or directors change, providing long-term continuity to its charitable objectives.
Better Fundraising Opportunities: A formal corporate structure can help attract funding from CSR initiatives, institutional donors, grants, and other eligible sources, subject to meeting the relevant requirements.
Eligibility for FCRA Registration: A Section 8 Company that fulfils the prescribed conditions can apply for FCRA registration or prior permission to receive foreign contributions.
Disadvantages of Section 8 Company Registration
Despite its advantages, a Section 8 Company also involves certain limitations and compliance responsibilities that should be considered before incorporation:
Strict Compliance Requirements: Section 8 Companies must comply with various requirements under the Companies Act, 2013, including statutory filings, financial reporting, and applicable meeting requirements.
Mandatory Statutory Audit: A Section 8 Company is generally required to undergo a statutory audit every financial year, irrespective of its turnover.
More Detailed Incorporation Process: The incorporation process involves additional scrutiny and documentation because the organisation must obtain approval to operate as a Section 8 Company.
No Distribution of Profits: Members cannot distribute the company’s profits or surplus among themselves. Any income must be used towards achieving the organisation’s approved objectives.
Greater Regulatory Oversight: Section 8 Companies are subject to corporate, tax, and regulatory requirements, which can make their administration more involved than some other non-profit structures.
Risk of Licence Revocation: The Central Government can take action against a Section 8 Company, including revocation of its licence, if it violates applicable legal provisions or operates contrary to its approved objectives.
Limited Direct Financial Benefits for Members: Members do not receive personal financial returns from the organisation’s profits. The company’s resources must primarily be used to further its non-profit objectives.
Is a Section 8 Company Right for Your Organisation?
A Section 8 Company can be a suitable structure for organisations seeking legal recognition, long-term continuity, fundraising opportunities, and a formal framework for social or charitable activities. However, founders should also consider the ongoing compliance obligations and restrictions before choosing this structure.
Eligibility Criteria for Section 8 Company Registration
Before starting the Section 8 Company registration process in India, the proposed founders, directors, and members must meet certain requirements under the Companies Act, 2013.
1. Core Requirements
Minimum Directors: A private Section 8 Company must have at least 2 directors. If registered as a public company, at least 3 directors are required. At least one director must stay in India for 182 days or more during the financial year, as prescribed under Section 149(3) of the Companies Act, 2013. For a newly incorporated company, this requirement is applied proportionately during its first financial year.
Minimum Members: A Section 8 Company must have at least 2 members or subscribers at the time of incorporation. The same individuals can act as both members and directors, provided they meet the applicable eligibility requirements.
Unique Company Name: The proposed name should be distinct and should not be identical or deceptively similar to an existing company, LLP, or registered trademark. Ideally, the name should also reflect the organisation’s non-profit or social objectives.
Clearly Defined Objectives: The Memorandum of Association (MOA) and Articles of Association (AOA) must clearly specify the company’s charitable, social, educational, or other permitted non-profit objectives.
Registered Office in India: The company must maintain a registered office address in India and provide valid documents confirming the address.
2. Mandatory Prerequisites
Identity and Address Proof: Proposed directors and members must provide valid identity and address documents, such as PAN Card, Aadhaar Card, passport, or other permitted documents.
Digital Signature Certificate (DSC): All proposed directors must obtain a Digital Signature Certificate (DSC) to digitally sign incorporation forms and other documents submitted through the MCA portal.
Director Identification Number (DIN): Every proposed director must have a valid Director Identification Number (DIN). Eligible DINs for proposed directors can be allotted through the SPICe+ incorporation process, subject to the applicable limit. Additional directors may need to obtain DIN through the prescribed procedure, including Form DIR-3, where applicable.
No Director Disqualification: Proposed directors must not be disqualified from becoming directors under Section 164 of the Companies Act, 2013.
Professional Certification: The incorporation application for a Section 8 Company must be appropriately certified by a practising Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA), as required under the applicable MCA rules.
NRIs and Foreign Nationals: NRIs and foreign nationals may be appointed as directors or members, subject to applicable laws and incorporation requirements. A valid passport is generally required, and documents executed outside India may need notarisation, apostille, or consular attestation, depending on the country and applicable rules.
Meeting these eligibility requirements helps ensure that the Section 8 Company incorporation application can be submitted correctly and processed without avoidable delays.
Documents Required for Section 8 Company Registration
To incorporate a Section 8 Company through the MCA portal, founders must submit various identity, address, registered office, and incorporation documents. The commonly required documents include:
Documents from Directors and Members
PAN Card: Mandatory for Indian directors and subscribers.
Identity Proof: Aadhaar Card, Voter ID, Passport, Driving Licence, or another government-approved identity document.
Address Proof: Recent bank statement, utility bill, or other accepted address proof, generally not older than 2 months.
Passport-Size Photographs: Recent photographs of the proposed directors and members, where required.
Class 3 Digital Signature Certificate (DSC): Required for each proposed director to digitally sign the MCA incorporation documents.
Documents for Foreign Directors or Subscribers
Foreign nationals and NRIs may need to provide:
Valid Passport as identity proof.
Overseas Address Proof, such as a recent utility bill, bank statement, or other accepted document showing the foreign address.
Note: Documents issued or executed outside India may require notarisation, apostille, or consular attestation, depending on the country of origin and applicable legal requirements.
Documents for the Registered Office
The proposed company must provide documents confirming its registered office address, such as:
Recent Utility Bill, such as an electricity, telephone, or water bill, generally not older than 2 months.
No-Objection Certificate (NOC) from the property owner.
Rent or Lease Agreement, where the premises are rented or leased.
Other Incorporation Documents
Memorandum of Association (MOA): Drafted in the prescribed format, including Form INC-13, where applicable.
Articles of Association (AOA): Outlines the internal rules and management framework of the company.
Projected Statement of Activities: A proposed three-year statement outlining the organisation’s planned activities, expected income, and estimated expenses.
The exact documentation may vary depending on the structure of the organisation, the nationality of the directors or subscribers, and the nature of the proposed activities.
How to Register a Section 8 Company: Step-by-Step Process
The Section 8 Company registration process in India is completed online through the Ministry of Corporate Affairs (MCA) portal. The process includes obtaining DSC and DIN, reserving the company name, preparing incorporation documents, filing the SPICe+ forms, and obtaining the required Section 8 approval and Certificate of Incorporation.
Step 1: Obtain DSC and DIN
All proposed directors must obtain a Class 3 Digital Signature Certificate (DSC) from a licensed Certifying Authority. The DSC is required to electronically sign incorporation forms and supporting documents submitted through the MCA portal.
Each proposed director must also have a Director Identification Number (DIN). Where eligible, DIN can be allotted through the SPICe+ incorporation application.
Step 2: Apply for Section 8 Company Name Approval
Submit the proposed company name through SPICe+ Part A on the MCA portal. Once approved, the name is generally reserved for 20 days.
Before applying, conduct a name availability search to identify potential conflicts with existing companies, LLPs, or trademarks.
Section 8 Company Name Guidelines
The proposed name should:
Reflect the company’s charitable or non-profit objectives.
Comply with the naming requirements under Rule 8 of the Companies (Incorporation) Rules, 2014.
Use an appropriate expression such as Foundation, Forum, Association, Federation, Chamber, Council, or Electoral Trust, where permitted.
Note: When SPICe+ Part A is submitted separately, up to 2 proposed names may generally be submitted. If Part A and Part B are filed together, the applicable limit may be different.
Step 3: Prepare the MOA and AOA
Prepare the Memorandum of Association (MOA) in the prescribed format, including Form INC-13, where applicable. The MOA should clearly define the company’s charitable or non-profit objectives and specify that its income and profits will be applied towards achieving those objectives.
The Articles of Association (AOA) should also be prepared in the applicable MCA-prescribed format. It sets out the company’s internal management, governance, and operational rules.
The application must also include the required professional declarations and certifications, including the applicable Form INC-14 certification.
Step 4: File SPICe+ Part B and Other Forms
Complete and submit SPICe+ Part B (Form INC-32) through the MCA portal. The integrated application covers several incorporation requirements, including:
Company incorporation
DIN allotment, where applicable
Section 8 licence
PAN and TAN application
GST registration, where applicable
EPFO registration
ESIC registration, where applicable
The applicant must also upload the applicable linked forms, including the AOA, AGILE-PRO-S, declarations, and supporting documents.
Important: A separate Form INC-12 application is generally not required for a fresh Section 8 Company incorporation through the current integrated SPICe+ process.
Step 5: ROC Review and Certificate Issuance
After submission, the Registrar of Companies (ROC) reviews the application and supporting documents. If any clarification or correction is required, the applicant may receive a resubmission request.
Once the application is approved and all applicable requirements are satisfied, the MCA issues the relevant Section 8 approval/licence and Certificate of Incorporation. The newly incorporated company can then operate as a non-profit entity in accordance with its approved objectives and applicable legal requirements.