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Section-8 Company Registration

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Required Documents

4 proposed names for company in order of preference

DIN (Director Identification number) of directors

DSC (Digital Signature) of directors/shareholders

Self attested PAN Card & Aadhar Card copy of all directors/shareholders

Self attested ID Proofs of directors/shareholders (Driving License/Voter ID/ Passport)

Self attested address proof of directors/shareholders (Utility Bill/ Bank Statement/ Bank passbook copy)

Passport size color photo of directors in JPEG format

NOC from owner of premises or Rent/ Lease agreement of registered office (if leased/ rented)

Utility bill in name of owner not older than 2 months

Occupation and educational qualification, place of birth and nationality

Mobile no. and email id of directors and shareholders

Specimen signature of directors (on a blank page scanned)

Directors interest in other entities

Estimate of Income & Expenditure for following 3 years

What we will deliver

DIN for 2/3 directors

DSC for directors/ subscribers

Name approval of company- RUN WEB FORM

Drafting Memorandum of Association/ Article of Association of Company

Certificate of Incorporation

Mandatory PAN of Company (e-PAN Card)

Mandatory TAN of Company (e-TAN letter)

Section-8 Company is a company registered as a Non-profit organization with charitable objects such as the promotion of Arts, commerce, science, education, sports, protection of the environment, religion, charity, etc. The Companies Act, 2013 does not restrict it from earning profits but rather prohibits distribution of profits among members. The profits derived by such company shall be utilized only towards promoting its objects.

Section-8 Companies have better credibility among the donors as compared to other types of NGO running in the form of societies and trusts. In section 8 company registration, there is no such requirement of using words like ‘LTD’ or ‘PVT LTD’ in their name, and there is no requirement regarding the minimum capital.

Eligibility Criteria

Minimum 2 directors for private Ltd. NGO & 3 directors for Public Ltd. NGO

Minimum 2 shareholders for Private Ltd. NGO & 7 shareholders for Public Ltd. NGO

Director and Shareholder may or may not be the same persons

Minimum capital requirement is Nil

DIN of the directors (if available)

Digital Signature of shareholder and directors

Required Documents

4 proposed names for company in order of preference

DIN (Director Identification number) of directors

DSC (Digital Signature) of directors/shareholders

Self attested PAN Card & Aadhar Card copy of all directors/shareholders

Self attested ID Proofs of directors/shareholders (Driving License/Voter ID/ Passport)

Self attested address proof of directors/shareholders (Utility Bill/ Bank Statement/ Bank passbook copy)

Passport size color photo of directors in JPEG format

NOC from owner of premises or Rent/ Lease agreement of registered office (if leased/ rented)

Utility bill in name of owner not older than 2 months

Occupation and educational qualification, place of birth and nationality

Mobile no. and email id of directors and shareholders

Specimen signature of directors (on a blank page scanned)

Directors interest in other entities

Estimate of Income & Expenditure for following 3 years

What we will deliver

DIN for 2/3 directors

DSC for directors/ subscribers

Name approval of company- RUN WEB FORM

Drafting Memorandum of Association/ Article of Association of Company

Certificate of Incorporation

Mandatory PAN of Company (e-PAN Card)

Mandatory TAN of Company (e-TAN letter)

Benefits of Section-8 Company Registration

  • Non-application

    Non-application of Companies Auditor’s Report Order (CARO)

  • Exemption from

    Exemption from requirement of minimum paid up capital

  • No stamp duty

    No stamp duty charges on registration which makes its registration cost effective

  • Section-8 companies

    Section-8 companies can be registered for taking benefits u/s 12A and 80G of Income Tax Act

  • Legal entity

    It has a separate legal entity apart from its members which empowers it to acquire and hold assets in its own name

  • Liability of its members

    The liability of its members is limited to the extent of capital subscribed by them remaining unpaid. The members cannot be called upon to pay company’s liabilities out of their personal assets

Frequently Asked Question

Whether Section-8 Company and NGO are same?

The Section 8 Company is popularly known as NGO. However, NGOs can be registered as other business structure like trust, society, etc.

Can Section-8 companies declare dividends?

A Section 8 Company shall not pay any dividend to its members, but shall apply the surplus for the promotion of its objects only.

What is the minimum capital required for registering a Section-8 Company?

There is no minimum amount of capital prescribed for the Section-8 Company.

How any members are required to start a Section-8 Company?

Section-8 Company can be incorporated with minimum of 2 members acting as subscriber to MOA & AOA.

Can NRI/Foreign nationals be a director in a Section-8 Company?

Yes, an NRI or Foreign National can be a Director in a Section 8 Company after obtaining Director Identification Number. However, at least one Director on the Board of Directors must be an Indian citizen and a resident.

Can a One Person Company (OPC) be incorporated as a Section-8 Company?

No, an OPC cannot be incorporated as a Section-8 Company.

Is OPC eligible to become member of a Section-8 Company?

No, an OPC is not eligible to become member of a Section-8 Company as OPC is not allowed to invest in any securities of body corporate.

Can a partnership firm or LLP become member of Section-8 Company?

Yes, a partnership firm/ LLP can become member of a Section-8 Company in their individual capacity.

Is it compulsory that the name of Section-8 Company shall include the words like Foundation/Forum/Association/Federation?

Yes. As per rule 8(7) of the Companies (Incorporation) Rules 2014 for the Companies under Section 8 of the Act the name shall include the words foundation/ Forum /Association/ Federation and the like etc.

Can a Trust/ Cooperative Society become member of a Section-8 Company?

Yes, a Trust or cooperative society can become member of a Section-8 Company.

Will a Section-8 Company automatic get registration/ approval u/s 12A & 80G of Income Tax Act?

No, Company incorporation has nothing to do with 12A or 80G. Section-8 Company shall have to apply for 12A or 80G separately through online portal of Income Tax Department after allotment of PAN.

Can Section 8 Company raise capital through Foreign Direct Investment (FDI)?

FDI in Section 8 Companies is permissible, as the same is considered as a Foreign Contribution in terms of FCRA, it can be infused only with prior permission/registration from the central government.

Step by step procedure of registration.

  • Application for Name Approval (online RUN WEB Application on MCA Portal)- The name of company shall include the words Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust etc. Fee for RUN is Rs. 1000.  
  • Obtaining DSC (Class-2) and DIN as required above. However, in new companies DIN can be obtained within SPICe + facility.
  • Preparation of MOA in Form INC-13 and AOA (no prescribe form but you may adopt Table-F); MOA and AOA to be signed by each subscriber in presence of at least 1 witness.
  • Application in Form No. INC-12 to ROC for a license u/s 8(1) of the Companies Act, 2013 along with prescribed fees. Following are to be attached with INC-12:
    MOA in Form INC-13.
    • AOA (no specified format)
    • Declaration in Form INC-14 by CS/CA/CMA in practice that the draft MOA/AOA is in conformity with provisions of Section-8 and their rules
    • Declaration in Form INC-15 by each of the person making application for license that the MOA/AOA are in conformity with provisions of Section-8 and all requirements relating to registration of company u/s 8 have been complied with
    • An estimate of future annual income & expenditure for next 3 years, specifying the source of income and objects of expenditure
    • Name approval letter
  • On approval of Form INC-12, license under section-8 will be issued in Form INC-16 which will be attached with form SPICe
  • Filing of Form SPICe 32 where following are to be attached:-
    • MOA & AOA
    • Consent & declaration by First Directors in DIR-2
    • Affidavit by First subscribers in Form INC-9
    • PAN and Aadhar of first directors and subscribers
    • Proof of registered office- NOC of owner/Sale deed/lease deed/ rent agreement along with latest utility bill;
    • License issued in Form INC-16

Note: Section-8 companies are compulsorily required to file AOA & MOA as PDF attachments to SPICe-32 as such e-MOA & e-AOA cannot be used.

On successful submission of the SPICe32, ROC will allot a unique CIN and certificate of incorporation.

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