Section 8 Company Registration is a type of non-profit organization for the motive of promotion of
arts, commerce, research activities, science, education, sports, charity, society’s welfare,
religion, environment protection, and other similar kinds of aims.
The income of the company is not distributed for payment of dividends to the members. These types of
organizations devote their profit to the expansion of their charitable objectives. The Incorporation
certificate is obtained from the central government as per the rules specified thereunder. There is
no minimum share capital requirement and limited liability is present. .
Procedure of Section 8 Company Registration
The following steps of the registration process of the company are given below:
Step 1: Obtaining the Digital signature certificate (DSC) of the Subscribers and First Directors:
Digital signatures are required as the forms for the registration are filed only and are digitally
signed. The DSC is issued by government-recognized certifying agencies. The application shall be
made for the Class 3 category DSC. The cost of obtaining a DSC depends upon the certified bodies.
Step 2:Applying for a Director Identification Number (DIN):
The DIN is applied for the proposed director of the company. The application for allotment of DIN
has to be made in Form DIR-3 for section 8 company registration process MCA or with form SPICe+. The
necessary attachments to the forms like a self-attested copy of PAN, Identity proof and address
proof of the directors with the form. It is filled out online on the MCA website. The form must be
attested by a practicing professional, whether a chartered accountant or company secretary.
Step 3: Application for Name Availability in Form RUN
The name of the company Section 8 must include the words like Foundation, Society, Association,
Club, Charities, Academy, organization, Federation, Institute, Development, etc. The applicant can
propose a maximum of two names at a time. There is one resubmission that is allowed in the RUN
facility for Section 8 Company Registration. It is recommended to provide the object clause of the
proposed company.
Step 4: Apply for a Section 8 License from the Regional Director in INC-12:
After name approval, the license is applied by the regional director. He will review the objectives,
and plans and will grant a permit for company registration. It usually takes 15 days to issue a
license to operate as a section 8 company.
Step 5: Preparation of Memorandum of Association, Articles of Association and Other Documents:
Memorandum is the charter of the company defining the scope of its activities. The articles are the
document that regulates the internal management of the company. The Section 8 Company Registration
online in MOA is made in Form INC-13 while there is no format for AOA. Table F can be adopted for
AOA. It should be signed by the subscribers in the presence of at least one witness who shall attest
the signatures.
Step 6: Filing INC-12:
The applicants need to file E-Form INC-12 with the following attachments:
- INC-13 – Memorandum of association.
- Articles of association
- INC-14 – Declaration by professionals and applicants
- Details of the succeeding three years of income and expenditure
- Proposed business plan
Step 7: Filing of SPICe+ 32 Form on the MCA Portal
After getting the preparation of MOA and AOA, the Section 8 Company Registration in Form SPICe+ 32
Part B is filled with the requisite documents before the registrar. The services are DIN allotment,
PAN allotment, TAN allotment, GSTIN allotment, EPFO allotment, ESIC allotment and opening of Bank
account of the company.
Step 8: Certificate of Incorporation:
Once the incorporation form is approved by ROC, a Certificate of Incorporation is issued along with
the Corporate Identification Number (CIN), PAN and TAN of the company.
Step 9: PAN, TAN and Opening of a Bank account
The application for PAN and TAN is made with the SPICe+ form. The current bank account should be in
the name of the company.
Section 8 Company Registration Documents
The list of documents for section 8 company incorporation are as follows
- Identity Proof: Copy of PAN card for all subscribers and directors to the MOA
- Address proof: Voter ID or passport or driving license or Aadhar card or Telephone bill or
Electricity bill which is not older than 2 months.
- Latest bank statement
- Passport size photographs
- E-mail Id & phone number of the members.
- Copy of rental agreement.
- Utility bills of the registered office
- NOC certificate signed by the owner for using the place for business.
- Consent by the director of the company in Form DIR-2
- Director’s interest in other companies/LLPs, if any.
A Company under Section 8 has to comply with the annual compliances like other companies, in case of
non-compliance, the company will be treated as a dormant company and it can be struck off from the
registrar.
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Section 8 Company Registration Requirements
The following are the requirements for incorporation of Companies under Section 8 in
India as follows:
A minimum of two directors are required when section 8 is to be incorporated as a private company and
three directors for a public company. The maximum number of members is 200 in the case of a private
company and no limit for a public company.
There is no requirement for minimum paid-up capital in the case of the company under section 8.
The Non-profit organization established as a Section 8 need not use the words ‘Limited’ or ‘Private
Limited’ in their name.
Section 8 Company Registration comes with non-profit objectives. The MOA and AOA must have the
non-profit objective for which it is formed. In case of any profits earned by the company, it is
utilized in the furtherance of its main objectives. The profits are not required to be distributed
among its members.
The office of the company is managed by the Board of Directors (BOD) for the MOA and AOA of the
company. Unlike this, trust is managed by the trustees. The members cannot draw any remuneration in
form of cash or kind.
- A regulation under various acts
A company needs to follow specific rules and regulations prescribed under the Companies Act, 2013. It
is required to maintain the Books of accounts and file returns with the ROC. The company cannot
change the provisions of MOA and AOA without the prior approval of the Central government. The
provisions of the Income Tax Act and GST law are also followed.
Exemptions Availed To The Section 8 Company Registration
The exemptions list that is available with companies registered under section 8 of the
companies act, 2013 are as follows:
- Exemptions availed under the Companies Act, 2013
1. The Company Secretary in the prescribed section of the Act does not apply to
companies under Section 8. They are also not required to appoint a CS as the Company Secretary.
2. The requirement of with a minimum paid-up capital for incorporation a private or
public limited company has been removed by the Companies (Amendment) Act, 2015.
3. A company section 8 is also not required to appoint an Independent Director.
4. For Section 8 Company registration; Directorship will not be counted for
calculating the ceiling concerning a maximum number of directorships as prescribed under the act.
5. A nomination and remuneration committee (NRC) and its stakeholders relationship
committee are not applicable for these types of companies
6. A general meeting of the company can be held by giving notice of not less than 14
days instead of 21 days.
7. The provisions relating to the recording of minutes of general meetings, board
meetings, and other resolutions do not apply to a company under section 8 of the Companies Act,
2013.
8. A firm can become a member of Section 8 Company registration. The full list of
section 8 companies in India 2022 is displayed on the MCA portal.
9. It is also exempted from the application of secretarial standards..
10. A company of section 8 doesn’t need to conduct four meetings every six months.
Thus, it allows conducting one meeting in the given timeline
11. The resolutions in relation to the borrowing of money, investing the funds of the
company and providing loans or guarantees can be passed by circulation.
- Exemptions available under Income Tax Act, 1961
1.A Company under Section 8 is exempt from paying stamp duty applicable to other
companies. The Section 8 Company registration charges for stamp duty are comparatively less for
them.
2.The donors can claim a 50% rebate for donations made by them.
3. When a section 8 limited is registered under section 12AA of the Act, the profits
will remain untouched from tax implication.n.
4. The central government may release the compliances of tax burden every year from
these types of companies..
- Exemptions availed under Indian Stamp Act, 1899
1. The stamp duty on MOA and AOA of the section 8 limited or an increase in share
capital is regulated by Indian Stamp Act.
2. States like Maharashtra, Delhi, and others have reduced rates for stamp duty on
AOA/MOA or an increase in the share capital of the company.
Section 8 Company Benefits
There are certain advantages of Section 8 Company registration are as follows
- No-Minimum Capital Requirement
Section 8 companies don’t require any amount of minimum share capital. It is licensed by the central
government under section 8 companies act, 2013.
Section 8 companies in India can avail of various tax benefits when the registration is under the
given section of the Company law. When the Section 8 Companies Act 2013 is registered in Section
12AA for tax exemption of the Income-tax Act then the profits shall be fully exempted.
The company is a legal structure formed under the Companies Act. Section 8 Companies are incorporated
under the rules and regulations provided under the act. In Section 8 Company registration, members
don’t have any kind of personal liability to pay the debts of the company.
When the company registration process is carried out, there is a minimal amount of stamp duty charged
by the company
The companies under Section 8 can be incorporated without the word “Limited” or “Private Limited” at
the end of their name. The name of the Companies Act, 2013 companies under section 8 shall include
words like ‘Federation, Foundation, Association, Council’, etc.
Companies under Section 8 have more credibility than any other form of a charitable organization. The
Companies Act, 2013 has stricter provisions that require a mandatory audit every year.
Under section 80G, the exemption is granted to the donors when the company is registered under
section 80G.
Section 8 Company Registration Fees after getting the license and incorporation. The Reserve's unique
name is Rs. 1000 and the fees of the SPICe+ form depend upon the state in which the company is
formed and the authorized capital of the company.
Frequently Asked Questions