Section 8 Company Registration – Simplified for Sperso Filings
A Section 8 Company is a non-profit organization registered under the Companies Act, 2013, meant to promote social, charitable, educational, or environmental causes.
At Sperso Filings, we help you register a Section 8 Company smoothly so you can focus on:
Charity and public welfare
Promoting education, science, and art
Environmental and social development
Religious or spiritual activities
Unlike other companies, a Section 8 Company does not distribute profits. All income is used to further its objectives. Let Sperso Filings handle the legal process while you focus on creating a positive impact.
Benefits of a Section 8 Company – Sperso Filings
A Section 8 Company offers multiple advantages to individuals looking to establish a non-profit focused on social, charitable, or environmental causes.
Legal Recognition: Registered under the Companies Act, 2013, Section 8 Companies enjoy formal recognition, making it easier to partner with public/private bodies, and receive grants, sponsorships, and donor support.
Tax Benefits: Enjoy tax exemptions under Sections 12A and 80G of the Income Tax Act. Donors can also claim deductions, encouraging larger contributions.
Limited Liability: Members and directors have limited liability, protecting their personal assets from organisational debts.
No Minimum Capital: No minimum paid-up capital is required—ideal for founders starting with limited resources.
Distinct Legal Entity: As a separate legal body, a Section 8 Company can own assets, open bank accounts, enter contracts and file suits in its name.
Stamp Duty Exemption: Unlike other companies, Section 8 firms are exempt from stamp duty, lowering the registration cost.
High Credibility: Strict government oversight builds public trust, reassuring donors, partners, and stakeholders of its genuine nonprofit intent.
No Title Suffix Needed: No need to use “Private Limited” or “Limited” in the name, distinguishing it from commercial businesses.
Government Funding Eligibility: Eligible for government grants and CSR funds to boost charitable programs and outreach.
Ownership Transfer: Ownership is easily transferable, supporting smooth transitions and long-term continuity.
Low Financial Barrier: With no share capital requirement, funds can be focused entirely on charitable activities.
Perpetual Existence: Continues to operate even if members change, ensuring long-term operational stability.
Forms Required for Section 8 Company Registration – Sperso Filings
To register a Section 8 Company under the Companies Act, 2013, the following forms must be filed with the Ministry of Corporate Affairs (MCA):
1. RUN (Reserve Unique Name): This form is used to reserve your proposed company name. You need to submit name options and outline the main objectives. An objective summary and a No Objection Certificate (NOC), if applicable, are attached.
2. INC-12: This is the application form for obtaining the Section 8 license. It requires the company's mission statement and a projected financial plan for the next three years. Key attachments include the draft Memorandum of Association (MOA), Articles of Association (AOA), INC-14, INC-15, proof of office address, and the list of directors.
3. SPICe+ (Part A & B): This integrated form handles company incorporation and related registrations like PAN, TAN, GST, EPFO, and ESIC. You need to provide company structure and director/shareholder details. The registration processes for these services are automatically triggered.
4. DIR-2: This form records the director’s consent to act as such. It includes details like the director’s name, address, and contact details. A PAN card, Aadhaar, or passport copy must be attached.
5. INC-22 (if not filed in SPICe+): Used to declare the registered office address of the company. It includes address details and requires proof such as electricity bills, property tax receipts, rent agreement, or NOC from the property owner.
6. INC-9: This form is a declaration from each director or subscriber affirming compliance. It contains their basic personal information and is auto-generated when filing SPICe+.
Eligibility Criteria for Section 8 Company Registration – Sperso Filings
Purpose & Objectives: The company must be created for charitable or social purposes like education, science, environment, art, religion, or public welfare. Income must not be distributed as profits but reinvested in its core objectives.
Minimum Members: Private Company: At least 2 members; Public Company: At least 3 members. No cap on the total number of members.
Member Eligibility: Members can be individuals or legal entities. Directors must be Indian residents, though foreign nationals are allowed with proper compliance.
Board of Directors: Minimum 2 directors (Private), 3 directors (Public). All must hold valid DINs.
Capital Declaration: No fixed minimum capital is required. However, declared capital should reasonably support the organization’s mission.
ROC Approval: A license from the ROC is required to operate. For tax exemptions, compliance with Sections 12A and 80G is necessary.
No Profit Sharing: The company cannot distribute profits or dividends to its members. All earnings must directly fund its objectives.
Section 8 Company Registration Checklist – Sperso Filings
Pre-Registration Requirements
Digital Signature Certificate (DSC): All directors must have a DSC to submit forms online.
Director Identification Number (DIN): Each proposed director must hold a valid DIN. Apply if not already available.
Name Reservation: Pick a name that reflects your objectives. Submit the RUN form to MCA for approval.
Registered Office Proof: Provide recent utility bills or rental agreement showing the official address.
Company Objective: Draft a clear mission statement explaining your non-profit purpose and how funds will be reinvested.
Post-Registration Requirements
PAN & TAN Application: Apply for PAN and TAN for taxation and legal compliance.
Open Bank Account: Create a current account in the company’s name for all financial activities.
Section 12A & 80G Registration: Register under these sections to avail income tax exemption.
GST Registration: Apply for GST if turnover exceeds the threshold.
Documents Needed for Section 8 Company Registration
To incorporate a Section 8 Company in India, the following documents are required:
Foundational Documents
Memorandum of Association (MOA): Describes the company’s primary non-profit goals and mission.
Articles of Association (AOA): Defines the company’s internal governance, structure, and management rules.
Declaration by Directors (INC-9): A statement from all directors and subscribers confirming legal compliance.
Financial Projections: Estimated income and expenditure for the next three years.
Professional Declarations: From a CA/CS/CMA certifying document accuracy; non-conviction affidavit from each director confirming no past offenses.
Documents for Directors & Members
Identity Proof: PAN Card (mandatory for Indian citizens); Passport (for foreign nationals).
Address Proof (any one): Aadhaar, Voter ID, Driving License, Passport, or Utility bill (not older than 2 months).
Residential Proof (any one): Bank Statement, Recent mobile/utility bill (within 2 months).
Passport Photo: Clear, recent photograph of each director.
DIN (Director Identification Number): Required for all directors; apply if not yet allotted.
DSC (Digital Signature Certificate): Each director must hold a valid DSC to file online documents.
Documents for Registered Office Address
If Property is Owned: Ownership Proof: Sale deed or property documents in the company's name.
If Property is Rented or Leased: Rent/Lease Agreement: Valid agreement with the owner; NOC: No-objection certificate from the owner.
Utility Bill: Latest electricity, water bill, or property tax receipt — must not be older than 2 months.
Section 8 Company Registration Process
The Section 8 Company registration is now faster and easier with consolidated forms like INC-12, INC-13, and INC-16. Ideal for non-profits, this structure offers legal status, financial safeguards, and operational transparency.
Step-by-Step Registration Guide
Get Digital Signature Certificate (DSC): Each director must obtain a DSC to sign and submit e-forms.
Apply for Director Identification Number (DIN): Our team files Form DIR-3 to acquire DIN for all proposed directors.
Name Reservation: Using Form RUN, we reserve a unique name aligned with the NGO’s purpose.
Draft Legal Documents: Sperso Filings will prepare your MOA and AOA, customized to your objectives.
Apply for Section 8 License: We file Form INC-12 with all required declarations and supporting documents.
Certificate of Incorporation Issued: Once approved, the Registrar grants the Section 8 License and Incorporation Certificate, officially recognizing your entity.
Types of Section 8 Company
Section 8 Companies are categorized based on their legal structure and liability model:
Limited by Shares: Members’ liability is limited to any unpaid amount on their shares.
Limited by Guarantee: Members commit to pay a specific amount if the company is wound up.
Unlimited Company: Members are personally liable for all company debts (rarely chosen for NGOs).
Each structure supports charitable and non-profit goals like education, welfare, or environmental protection.
Key Features of a Section 8 Company
Non-Profit Objective: Operates solely for public benefit—profits must be reinvested into the organization’s mission.
Distinct Legal Entity: Functions independently of its members. It can own assets, sign contracts, and initiate legal proceedings.
Higher Credibility: Regulated under the Companies Act, 2013, these companies are often seen as more trustworthy than trusts or societies—making them appealing to donors and institutions.
Tax Exemptions: Eligible for income tax benefits under Sections 12A and 80G, which also incentivizes donations from individuals and corporates.
Access to CSR Funds: Recognized under CSR provisions of the Companies Act, enabling funding from corporate entities.
No Minimum Capital Mandate: There’s no fixed capital requirement—funds can be raised via donations or subscriptions.
Compliance-Driven Governance: Mandatory audits and filings ensure transparency, accountability, and structured operations.
Purpose of Section 8 Company Registration
Ensures Accountability: Enforces compliance and responsible fund usage aligned with organizational goals.
Structured Operations: Provides a formal setup to efficiently achieve charitable and social missions.
Enhances Social Impact: Guarantees that all income is reinvested to serve the public good.
Legal Governance: Offers statutory protection, preventing misuse and ensuring transparency.
Key Post-Registration Compliance for Section 8 Companies
Annual Filings: File financial statements and annual returns with the Registrar of Companies (ROC).
Mandatory Audit: Get accounts audited annually by a certified Chartered Accountant.
Transparent Records: Maintain clear records of income, spending, and activities to ensure accountability.
Law Governing Section 8 Companies in India
Section 8 Companies are regulated under the Companies Act, 2013, aimed at promoting charitable purposes like education, art, environment, and social welfare. These companies reinvest profits into their objectives and are restricted from distributing dividends.
Key Legal Provisions
Section 8: Allows the formation of non-profit companies with a special license from the Registrar of Companies (ROC). Profits must be applied only to the stated charitable objectives.
Section 7: Covers incorporation rules, including submission of the Memorandum and Articles of Association (MOA & AOA).
Rules 19 & 20 of Companies (Incorporation) Rules, 2014: Detail procedures for obtaining or renewing a Section 8 license.
Directors: Requires at least 2 directors (private) or 3 (public), all with a valid DIN.
Non-compliance Penalties (Section 8(11)): Misuse of funds or deviation from objectives can result in license cancellation and legal action.
Role of the Ministry of Corporate Affairs (MCA)
License Issuance: Grants licenses through ROC after verifying objectives and documents.
Compliance Oversight: Ensures timely filings (AOC-4, MGT-7) and statutory audits.
Regulatory Monitoring: Checks if operations align with stated purposes.
License Revocation: Authority to revoke licenses for non-charitable activities or fraud.
Tax Benefits Under Income Tax Act
Section 12A: Exempts income used for charitable or religious purposes.
Section 80G: Offers tax deductions to donors contributing to the company.
Section 135 (CSR Funding): Eligible to receive CSR funds from businesses, which are also tax-deductible.
GST Exemptions: Services like education or charitable aid may be GST-exempt.
Section 8 Company Compliance Checklist
To retain legal status and tax benefits, Section 8 Companies must follow these key compliance norms:
Annual Filings • Form AOC-4: Submit audited financials to the ROC. • Form MGT-7: File the company’s annual return.
Board Meetings • Private Company: At least 2 meetings/year. • Public Company: Minimum 4 meetings/year.
Accounting & Transparency • Maintain accurate records of income and expenses aligned with the organisation’s objectives.
Income Tax Return • File ITR annually and comply with 12A/80G exemption norms.
Statutory Audit • Get accounts audited by a Chartered Accountant every year.
Compliance Renewals • Ensure timely renewal of 80G and 12A registrations to retain donor tax benefits.
License Validity • If applicable, renew the Section 8 license per MCA guidelines.
CSR & Government Funding Eligibility
Section 8 Companies are eligible for government schemes and grants meant for non-profit entities.
They also qualify for CSR contributions from corporates as per the Companies Act, 2013.
Enhanced Trust & Legal Credibility
Being regulated by the Ministry of Corporate Affairs (MCA), Section 8 Companies follow strict filing and audit standards. This fosters trust among:
Unlike private firms, Section 8 Companies cannot distribute profits. All earnings must support the company’s charitable mission.
Penalties for Non-Compliance under the Companies Act
Violation of Objectives (Sec 8): Misuse of funds or distributing profits to members can attract a fine between ₹10 lakh and ₹1 crore. Directors may face imprisonment up to 3 years along with fines ranging from ₹25,000 to ₹25 lakh. The company's license may also be revoked.
Late Annual Filings: Delay in submitting forms like AOC-4 or MGT-7 attracts a penalty of ₹100 per day, along with potential fines on directors under Sections 137 and 92.
Improper Bookkeeping: Not maintaining books under Section 128 can lead to a fine of ₹50,000 and ₹1,000 per day, up to a maximum of ₹5 lakh.
Missed Board Meetings: Not conducting the required 2 (private company) or 4 (public company) board meetings annually leads to a ₹25,000 fine for the company and ₹5,000 for each director.
Non-filing of ITR: Failure to file income tax returns may result in loss of 12A/80G exemptions and penalties under the Income Tax Act.
Misleading Documents: Filing false statements with the ROC or MCA results in fines between ₹50,000 and ₹10 lakh. Directors may also face up to 6 months in jail and/or fines.
Audit Non-compliance: Not conducting annual audits can lead to a ₹25,000 fine for the company and ₹10,000 for each director (maximum ₹1 lakh).
Fund Misuse: Using funds for non-charitable purposes is a serious offense and may lead to prosecution under Section 447 for fraud.
Late Statutory Filings: Delay in filing forms like INC-22 or DIR-3 KYC can attract a penalty of ₹100 per day, with higher fines for extended defaults.
Annual Compliance Checklist for Section 8 Companies
Board Meetings: Private companies must hold at least 2, and public companies 4 meetings per year. Minutes must be recorded and maintained throughout the year.
Financial Statements: Audited financial statements must be filed with the ROC using Form AOC-4 within 30 days of the Annual General Meeting (AGM).
AGM (Public Companies): Public companies are required to hold an AGM to discuss financials within 6 months from the end of the financial year.
Annual Return: Companies must submit Form MGT-7 within 60 days of the AGM to report company updates.
ITR Filing: Income tax returns must be filed using the appropriate ITR Form by July 31st (for non-audited cases), particularly to claim exemptions under 12A and 80G.
Tax Audit: If the company's income exceeds ₹2 crore, a tax audit is mandatory. The audit report must be filed before submitting the ITR.
CSR Reporting: Companies receiving CSR funds must file a CSR Report along with their annual return.
Section 8 Company Registration Fees (Approx.)
Name Reservation: ₹1,000
DSC & DIN: ₹3,000
Notary & Stamp Duty: ₹2,000
Government Fees (MoA, AoA, SPICe+, etc.): ₹6,000–₹8,000
Professional Fees: ₹8,000–₹10,000
Sperso Filings – Affordable Registration Packages
Starter Plan (₹999 + Govt. fees): Includes DSC, DIN, Name Reservation, SPICe+, PAN/TAN, and Certificate of Incorporation.
Standard Plan (₹2,999 + Govt. fees): Includes all features of the Starter Plan plus DARPAN Registration, assistance with opening a current account, and basic tax support.
Premium Plan (₹14,999 + Govt. fees): Includes everything in the Standard Plan along with 80G & 12A registration, CSR compliance filing, accounting for up to 300 transactions, ITR filing, and ongoing advisory support.
Why Choose Sperso Filings for Section 8 Company Registration?
Expert-Led Process: Our team of seasoned CAs, CSs, and legal advisors provides complete guidance from name reservation to final incorporation. • Personalized consultation. • Expert-prepared documents.
Streamlined & Digital: Online document handling and application tracking for hassle-free processing.
Fast Turnaround: Quick approvals for DSC, DIN, name reservation, and licensing.
All-in-One Services: Includes 80G & 12A, CSR compliance, annual filings, ITR, bookkeeping, and GST registration.
Transparent Pricing & Flexible Plans: EMI options, discounts, and cost transparency for every budget.
End-to-End Legal Coverage: PAN/TAN, MoA/AoA, DARPAN registration, and current account setup included.
Extra Perks: Free e-ANUDAAN registration, DARPAN assistance, and expert tax advisory.
Credibility & Compliance You Can Trust: 100% transparency with MCA, Income Tax, and FCRA norms.
FAQs on Section 8 Company Registration
Section 8 Companies are registered under the Companies Act, 2013 and offer better governance, transparency, and tax benefits than Trusts or Societies (which are governed by state laws).
File the SPICe+ form on the MCA portal. Once the Regional Director (RD) approves your objectives, you’ll receive a Certificate of Incorporation and CIN.
15–30 days, depending on document readiness and RD/ROC approval speed.
Choose a name reflecting your nonprofit mission. Avoid profit-related terms and conduct a trademark search to prevent conflicts.