Section 8 companyregistration in India.
The formal way to set up a non-profit in India — for charity, education, science, sports, social welfare, religion, or environmental work. A Section 8 has the limited-liability shield of a company but is barred from paying any of its surplus out as dividends.
How a Section 8 company is formed
From the licence application to the Certificate of Incorporation.
A two-step process, not one
A Section 8 company is registered under the same Companies Act as any other company, but the Ministry treats it as a special case. Before incorporating, the Registrar wants to be satisfied that the planned work is genuinely non-profit. So Section 8 incorporation runs in two steps instead of one — first a licence to incorporate, then the incorporation itself.
What the two filings actually do
- INC-12The licence application. Carries the planned objects (what the company will actually do), a three-year projected statement of income and expenditure, and a written undertaking that profits will not be paid out to members. The Registrar examines this before allowing incorporation.
- SPICe+The main incorporation form, filed once the licence is granted. Carries director details, the registered office, capital structure, and the founding documents (Memorandum and Articles) drafted around the approved objects.
- INC-33 / INC-34The founding documents themselves — the Memorandum (which sets out the objects and what the company can and can't do) and the Articles (which sets out how it is governed). Both carry Section-8-specific clauses: no profit distribution, and any assets remaining at dissolution must transfer to a similar non-profit.
Each filing is digitally signed by the directors and certified by a Practising Company Secretary before going to the Ministry. The two filings are drafted in parallel so the SPICe+ can be submitted the moment the licence is granted — cutting the waiting in half.
Documents you will need to send
For each director and founding member
- PAN card
- Aadhaar (Indian residents) or apostilled passport (foreign / NRI)
- Latest address proof — bank statement or utility bill, less than two months old
- Passport-size photograph
- Specimen signature
For the registered office
- Latest utility bill (within two months)
- No-Objection Certificate from the owner, if rented or residential
- Rental agreement, if the premises is rented
For the licence application itself
The Registrar wants to see, in plain English, what the company will actually do and how it will sustain itself. We draft these from a short brief; you only need to supply the facts.
- A note describing the planned activities, beneficiaries, and how the work will be funded
- Projected income and expenditure for the next three years (drafted around your inputs — not raw financials)
- A list of every director and member with their proposed role
Done within 15 to 21 working days
A Section 8 is a little slower than a Pvt Ltd because the Registrar reads the objects carefully before granting the licence. Most cases land within three working weeks.
- Days 1–2
Online filing, payment, KYC, and documents
You complete the online form, sign the engagement letter, and pay. A short video KYC is scheduled for each director's digital signature. KYC papers, office address proof, and the No-Objection letter are uploaded and checked.
- Days 2–6
Objects scoped and licence application drafted
The proposed activities are reviewed against the Companies Act's list of permitted objects. The Memorandum and Articles are drafted with Section-8 clauses, the three-year projected statement of income and expenditure is prepared, and the written undertaking-of-non-distribution is signed.
- Days 6–8
Name reservation
Two proposed names are submitted in your order of preference. The Ministry usually approves within 2–3 working days. The reservation holds the name for 90 days. Section 8 names typically end with 'Foundation', 'Association', 'Council', 'Trust', or similar — chosen at this stage.
- Days 8–10
Licence application filed
INC-12 is filed with all supporting documents. The Registrar queues it for examination.
- Days 10–18
Registrar review and licence granted
The Registrar examines the objects, the projected accounts, and the supporting documents. Any clarifications they ask for are handled within this window. Once the licence is granted, the licence number is delivered to your dashboard.
- Days 18–21
SPICe+ filed and incorporation complete
The standard incorporation filing (SPICe+) is submitted with the granted licence attached. The Certificate of Incorporation, PAN, and TAN are delivered.
Our fee
₹15,000flat for a standard two-director Section 8.
Government fees extra. Your exact all-in number appears in the online form before any payment is taken.
A useful saving: the Ministry waives the SPICe+ filing fee for Section 8 companies with authorised capital up to ₹15 lakh, which covers virtually every new non-profit. The government-fee side ends up smaller than a Pvt Ltd of the same size.
The first 60 days after the Registrar approves
The Certificate of Incorporation is issued and the Section 8 company becomes a registered legal entity from that date. Three things follow quickly — the first two are part of the incorporation engagement, the third is optional but almost always taken up.
PAN and TAN delivered
Both are allotted alongside incorporation. Soft copies appear in your dashboard within 24 hours of approval.
Bank account opened
Certified copies of the Certificate of Incorporation, the Memorandum and Articles, the licence, and director KYC are needed to open the account with the chosen bank.
12A and 80G applications filed within the first month
Within one month of incorporation, the provisional 12A and 80G applications are filed with the Income Tax Department on Form 10A. The non-profit needs both to function — 12A makes the entity's surplus tax-exempt, and 80G lets donors claim deduction on their donations. We handle this as a separate engagement at ₹8,500.
Year-one calendar
The yearly routine starts from the first full financial year after incorporation. A Section 8 follows the same compliance calendar as any other company under the Companies Act.
- Auditor appointedWithin 30 days of incorporation
- First board meetingWithin 30 days of incorporation
- Commencement of businessForm INC-20A, within 180 days
- Annual return (MGT-7)Within 60 days of AGM
- Financial statements (AOC-4)Within 30 days of AGM
- Director KYC (DIR-3 KYC)Every year, by 30 September
- Income-tax returnBy 31 October (audit cases)
Understanding a Section 8
The structural background — read at your pace, in any order.
What a Section 8 company actually is
A Section 8 company is the formal way to set up a non-profit in India under the Companies Act. It has the legal status and limited-liability protection of a regular company, but with one fundamental constraint: any income it earns must be spent on the work it was set up to do, and nothing can be paid out to its members as dividends.
Four characteristics define the structure:
A company in every respect — except dividends
It has its own PAN, can own property, sign contracts, take loans, and be sued in its own name. The Companies Act's rules on board meetings, registers, audits, and annual general meetings apply identically.
No profits to members
Any surplus has to be put back into the work. Members cannot draw dividends. Directors can be paid reasonable salaries for time spent, but not a 'fee for being a director'.
Assets locked to the cause
If the company is ever closed, any remaining assets cannot go to the members. They must be transferred to another Section 8 company with similar work, or to a body the Registrar approves.
The 'Limited' tag is dropped
A Section 8 doesn't have to use 'Limited' or 'Private Limited' in its name. Most end with words like 'Foundation', 'Association', 'Council', or 'Forum'.
The objects clause
For any other company, the objects clause — the statement in the founding documents about what the company will do — is a formality the Registrar barely reads. For a Section 8, it is the whole point of the licence. The Registrar wants to be sure the planned work is genuinely non-profit before allowing incorporation as a Section 8.
The Companies Act lists the categories that qualify:
- i.
Commerce, art, or science
Promotion of any branch of commerce, fine arts, performing arts, or scientific research.
- ii.
Sports
Encouragement or promotion of sport — at any level, from school programmes to professional development.
- iii.
Education
Schools, colleges, vocational training, scholarship programmes, libraries, and so on.
- iv.
Research
Any field — social, scientific, medical, environmental, policy.
- v.
Social welfare
Relief of poverty, healthcare for the underserved, women's empowerment, child welfare, disability support.
- vi.
Religion or charity
Religious work, charitable activities of any community, or interfaith initiatives.
- vii.
Protection of the environment
Conservation, climate action, biodiversity, sustainable development.
- viii.
Any similar object
The Act includes a catch-all so genuine non-profit work that does not fit neatly into the listed categories can still qualify.
Section 8 vs. trust vs. society
Non-profit work in India can also be set up as a charitable trust (under the Indian Trusts Act, 1882, or a state public-trust act) or as a registered society (under the Societies Registration Act, 1860). The three forms can pursue similar work, but they differ significantly in governance, credibility, and cost. The table below sets the choice out at a glance.
| Section 8 company | Charitable trust | Registered society | |
|---|---|---|---|
| Governing law | Companies Act, 2013 (central) | Indian Trusts Act, 1882 (or state public-trust act) | Societies Registration Act, 1860 (state-specific) |
| Minimum members | 2 directors + 2 subscribers | Author + at least 2 trustees | 7 members (varies by state) |
| Where it is filed | Ministry of Corporate Affairs (online) | Sub-Registrar of the state | Registrar of Societies of the state |
| Legal personality | Separate legal entity | Not separate (trustees act on its behalf) | Separate legal entity |
| Compliance burden | Annual MCA filings, audit required | Light — varies by state | Annual member list + state-specific filings |
| Credibility with funders | High — well understood by corporate CSR teams and foreign donors | Moderate — depends on the trust deed and trustee profile | Moderate — depends on the state |
| Foreign donations (FCRA) | Eligible after 3 years of activity | Eligible after 3 years | Eligible after 3 years |
| Typical fit | Larger non-profits, CSR-funded work, institutional donors | Family-driven philanthropy with one family controlling direction | Membership-driven causes — alumni associations, professional bodies |
For groups expecting CSR funding, foreign donations, or institutional grants, the Section 8 form usually wins on credibility. For a family-led foundation that wants minimal compliance, a trust often makes more sense.
Compliance after incorporation
A Section 8 follows the same yearly compliance as any other company — same filings, board meetings, registers, and audit. It is exempt from a few minor items like having to appoint a full-time company secretary at low turnover, but the broad obligation is identical.
The annual cycle
- i.
Statutory audit
Books must be audited by a Chartered Accountant every year. There is no turnover threshold — the audit is mandatory for every Section 8, no matter how small.
- ii.
AGM and board meetings
At least four board meetings each year (not more than 120 days apart) and one annual general meeting within six months of the financial year-end.
- iii.
AOC-4 (financial statements)
Audited accounts filed with the Ministry within 30 days of the AGM.
- iv.
MGT-7 (annual return)
The annual return filed within 60 days of the AGM, listing members, directors, and changes during the year.
- v.
Director KYC (DIR-3 KYC)
Every director refreshes their KYC with the Ministry annually, by 30 September.
- vi.
Income-tax return
Filed by 31 October each year for audit cases. With 12A in place, the company itself pays no tax on its surplus from charitable activities; without 12A, it pays normal corporate tax.
The full yearly compliance is covered by our Annual Compliance Retainer (₹15,000/year).
12A, 80G, CSR-1, and DARPAN
Incorporation is only the first step. To function commercially, most Section 8 companies also need a set of registrations from other authorities — income-tax, the CSR portal, and the NITI Aayog grants portal. None of these are part of the Companies Act but all are routinely treated as essential to running a non-profit.
Income tax registration that makes the company itself exempt from tax on the surplus it generates from charitable activities. Without it, any income that isn't fully spent on objects in a year is taxed at the normal corporate rate. Provisional registration is valid for 3 years; regular registration for 5 years, renewable.
Income tax registration that lets donors claim a 50% (sometimes 100%) deduction on what they give. Without it, donations to the Section 8 carry no tax benefit, and fundraising becomes meaningfully harder. Same filing, same validity, renewable on the same cycle as 12A.
MCA registration required to receive Corporate Social Responsibility funds from companies. After April 2021, a company is not legally allowed to give CSR money to an NGO that isn't CSR-1 registered. One-time filing, no renewal.
NITI Aayog portal registration. Required to apply for any government grant or scheme aimed at NGOs, and to apply for FCRA. One-time portal registration; the DARPAN ID becomes the identifier used across government systems.
12A and 80G are filed together as a single ₹8,500 engagement. CSR-1 and DARPAN are filed when a specific funding opportunity calls for them.
Foreign donations and FCRA
A Section 8 cannot accept foreign donations from day one. Foreign contributions need a separate registration with the Ministry of Home Affairs under the Foreign Contribution (Regulation) Act — and the rules are strict.
A non-profit can only apply for FCRA registration after three years of active work and at least ₹15 lakh spent on its objects in those three years. Newer non-profits can apply for one-off prior permission tied to a specific foreign donor.
Foreign donations must land in a designated FCRA account at State Bank of India, New Delhi Main Branch. No other bank, no other account.
Every foreign donation must be reported on time. Annual returns are filed regardless of whether any foreign money came in that year.
The Ministry of Home Affairs has wide discretion over approvals and can refuse, suspend, or cancel registration. Rejection rates are notable and reasons aren't always disclosed. FCRA work is specialist territory; we scope these cases individually.
FCRA registration is not part of the standard online flow. Reach out if your work depends on foreign donations and we'll scope it separately.
Often picked up alongside this one.
12A and 80G Registration
Income-tax registrations for a Section 8 company, trust, or society — 12A makes the entity itself tax-exempt; 80G lets donors claim tax deduction on donations.
Annual Compliance Retainer
Year-round retainer for Pvt Ltd, OPC, and Section 8 companies — annual filings, director KYC, board minutes, registers, and the compliance calendar.
Private Company Registration
Form a Private Limited company. The most common entity for founders raising external capital.
- i.
Fill the online form
Save and resume anytime. No pressure to finish in one sitting.
- ii.
Review the engagement letter
The exact all-in fee, the timeline, and what's included appear together before any payment.
- iii.
Filing begins
Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.