Section 8 Company Compliance: Annual & ROC Checklist

Key Takeaways

• A Section 8 company must complete annual ROC filings, financial statement filings, meetings, and statutory record requirements.
• It must comply with income tax and TDS requirements, along with relevant tax exemption conditions.
• GST, FCRA, and labour-law compliances apply based on the company’s activities, registrations, and other conditions.
• Changes in directors, auditors, registered office, share capital, or other company details may trigger event-based filings.
• Apply income and profits towards the company’s stated objects and do not distribute dividends to members, as required under Section 8(1)(c).
• Compliance deadlines vary. Some requirements are annual, while others arise when a specific event or condition occurs.

Annual Compliance Calendar for Section 8 Company in 2026-27

A Section 8 company must complete several recurring compliances during the financial year. The key requirements of the compliance calendar are listed below:

S. No.	Form / Compliance	Section / Rule	Particulars of Compliance	Due Date
1	MBP-1	Section 184(1)	Every director must disclose their interest in other entities at the first Board meeting in which they participate each financial year. A fresh disclosure is required when there is a change in the disclosed interest.	First Board meeting of the financial year / on change
2	DIR-8	Section 164(2) and applicable provisions	Every director must provide the company with the prescribed declaration regarding disqualification and other matters covered by the form.	Every financial year
3	MSME-1	Section 405	Specified companies must file details of outstanding payments to micro or small enterprise suppliers where payment has been pending for more than 45 days from the date of acceptance or deemed acceptance.	31 October and 30 April, where applicable
4	DPT-3	Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014	File the prescribed return for deposits and amounts not considered deposits, where the reporting requirement applies.	30 June, where applicable
5	Financial Statements and Directors’ Report	Section 134	The Board must approve the financial statements and prepare the Directors’ Report with the disclosures and information required under the Companies Act and applicable rules.	Before the AGM
6	Annual General Meeting	Section 96	The company must hold an AGM each year. The first AGM must be held within 9 months from the close of the first financial year, while subsequent AGMs must generally be held within 6 months from the close of the financial year.	As prescribed under Section 96
7	AGM Notice	Section 101 and SS-2	Issue notice to members within the prescribed notice period.	At least 14 clear days before the AGM, unless a shorter notice is validly given
8	Financial Statements and Reports to Members	Section 136	Circulate the financial statements, Directors’ Report, auditor’s report, and other prescribed documents to members before the AGM.	At least 14 days before the AGM
9	Director KYC	Rule 12A	Every DIN holder must file DIR-3 KYC Web once every three consecutive financial years by 30 June, and within 30 days of any change in mobile number, email, or residential address.	By 30 June as per the triennial cycle
10	AOC-4	Section 137	The company must file its financial statements and prescribed documents with the Registrar.	Within 30 days of the AGM
11	MGT-7	Section 92	The company must file its annual return with the Registrar for the financial year.	Within 60 days of the AGM
12	MGT-8	Section 92(2)	Annual return certified by a practising Company Secretary for a listed company or a company having paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more.	Along with MGT-7, where applicable
13	Board Meetings	Section 173 and Section 8 exemptions	A Section 8 company must hold at least one Board meeting in every six calendar months.	At least once in every six calendar months
14	Statutory Registers and Records	Section 88 and other applicable provisions	The company must maintain the statutory registers, minutes, books, and other records required under the Companies Act.	Ongoing
15	ADT-1	Section 139	The company must file the prescribed notice of appointment or reappointment of its statutory auditor with the Registrar.	Within 15 days of appointment
16	Income Tax Return	Income-tax law	File the applicable income-tax return within the prescribed timeline under the law governing the relevant tax year.	Within the prescribed income-tax return due date

Additional Compliance Requirements for Section 8 Companies in India

Along with annual ROC filings, a Section 8 company may have other compliance requirements based on its activities, employees, registrations, and funding sources.

• Books of Accounts: Maintain books covering receipts, payments, assets, liabilities, income, and expenses. The books may be kept at the registered office or another approved place in India, subject to the required notice to the Registrar.
• PAN, TAN, and TDS: Obtain PAN for tax-related requirements. Obtain TAN where the company is responsible for TDS or TCS. Deduct and deposit TDS where required and file the prescribed statements.
• GST Compliance: Obtain GST registration where the prescribed conditions are met. Complete applicable returns, tax payments, invoicing, and record-keeping requirements.
• Labour Law Compliance: Follow applicable labour and social security requirements based on the company’s employees, location, and activities.
• FCRA Compliance: A company receiving foreign contributions must comply with FCRA requirements, including registration or prior permission, maintaining the designated FCRA account, and filing Form FC-4 annually by 31 December for the financial year ending 31 March. 
• CSR-1: A Section 8 company acting as an eligible implementing agency for CSR activities must file CSR-1 with the MCA and obtain the prescribed CSR Registration Number. 

Event-Based Compliances for Section 8 Companies

Event-based compliances are the ones that arise when specific changes, transactions, or corporate events occur in a Section 8 company. Unlike annual compliances, these requirements are triggered by particular events and must be completed within the prescribed timelines.

• Transfer of Shares or Securities: Complete the prescribed transfer documentation and update the company’s records when shares or securities are transferred, where applicable.
• Allotment of Shares or Securities: File the prescribed return of allotment after issuing or allotting shares or other securities.
• Appointment, Resignation, or Removal of Directors: Report changes in the company’s directors, such as appointment, resignation, or removal, through the prescribed MCA forms.
• Appointment or Resignation of Auditors: Complete the prescribed filings when a statutory auditor is appointed, reappointed, or resigns.
• Change in Registered Office: File Form INC-22 for a change in the registered office address. Form INC-23 and Form INC-28 may also be required when the shift involves a change of ROC jurisdiction or a move from one State to another. 
• Change in Company Name: Obtain the required approval and complete the prescribed filing when the company’s name is changed.
• Alteration of MOA or AOA: A Section 8 company needs prior Central Government approval under Section 8(4)(i) to alter its MOA or AOA. After approval, file Form MGT-14 within 30 days of passing the resolution. 
• Change in Share Capital: File Form SH-7 with the ROC when the company alters its share capital in cases covered under the Companies Act, including an increase in authorised share capital. Form PAS-3 is required separately when securities are allotted. 
• Creation or Modification of Charges: Register the creation or modification of a charge on the company’s assets within the prescribed period.
• Satisfaction of Charges: File Form CHG-4 with the ROC when a registered charge is fully satisfied or discharged.
• Beneficial Interest or Significant Beneficial Ownership: File Form MGT-6 for declarations relating to beneficial interest under Section 89 and Form BEN-2 for declarations relating to significant beneficial ownership under Section 90, where applicable.
• Appointment of First Auditor: The Board must appoint the first statutory auditor within 30 days of registration. If the Board fails to do so, the members must appoint the auditor within 90 days at an Extraordinary General Meeting.
• Resolutions and Agreements: File resolutions or agreements covered by Section 117 with the Registrar within the prescribed period.
• Appointment or Change in Key Managerial Personnel: Complete the prescribed filings when a change occurs in Key Managerial Personnel, where applicable.
• Other Regulatory Changes: Complete the required approvals and filings for other events that require reporting to the Registrar or another authority under the Companies Act or applicable laws.

Tax Compliance for Section 8 Companies

Section 8 companies must meet applicable income-tax requirements. Eligible organizations can claim tax benefits by obtaining the required registration and meeting the prescribed conditions.

• Registration for Tax Benefits: From 1 April 2026, eligible non-profit organisations must follow the registration or approval process under the Income-tax Act, 2025, which replaces the earlier 12A and 80G registration framework. Form 104 is used for provisional registration or approval, while Form 105 replaces Form 10AB for registration under Section 332 or approval under Section 354. 
• Compliance with Tax-Exemption Conditions: The company must meet the prescribed conditions for applying its income and claiming tax benefits available to eligible charitable or other qualifying organizations.
• Audit Report: Where an audit report is required, a registered non-profit organization must furnish the prescribed Form 112 under Section 348 of the Income-tax Act, 2025. 
• Income Tax Return: File the applicable income-tax return within the prescribed timeline. Eligible tax registration does not by itself remove the return-filing requirement.

Legal Exemptions for Section 8 Companies

Section 8 companies receive certain exemptions and relaxations under the Companies Act, 2013 and related rules.

• No minimum paid-up capital prescribed: A Section 8 company can be incorporated without a prescribed minimum paid-up share capital. 
• Relaxed Board Meetings: A Section 8 company needs to hold at least one Board meeting within every six calendar months, instead of the four meetings a year required for other companies. This relaxation is available only if the company has not defaulted in filing its financial statements under Section 137 or its annual return under Section 92. 
• CSR Committee: Section 135 applies to Section 8 companies that meet the prescribed CSR criteria. If the amount required to be spent on CSR does not exceed ₹50 lakh in a financial year, a separate CSR Committee is not required, and the Board performs its functions. 
• Other statutory relaxations: Section 8 companies get specific exemptions relating to independent directors, committees, Board resolutions, and director disclosures.

Penalties for Non-Compliance with Section 8 Company Compliances

Non-compliance with the Companies Act, 2013 can result in monetary penalties, additional fees, disqualification, or other legal action. The consequence depends on the nature of the default and the provision involved.

Penalties and Consequences for the Company

The company may face monetary penalties or other consequences for specific compliance failures.

Violation	Penalty / Consequence	Governing Provision
Non-compliance with Section 8 requirements	Fine of ₹10 lakh to ₹1 crore	Section 8(11)
Late filing of AOC-4	₹10,000, plus ₹100 per day of continuing default, subject to a maximum of ₹2 lakh	Section 137(3)
Late filing of MGT-7	₹10,000, plus ₹100 per day of continuing default, subject to a maximum of ₹2 lakh	Section 92(5)
Failure to hold AGM	Fine up to ₹1 lakh, plus up to ₹5,000 for each day of continuing default	Section 99
Failure to file INC-20A, where applicable	₹50,000	Section 10A(2)

Penalties and Consequences for Directors and Officers

Directors and officers in default may face separate monetary penalties, disqualification, or other legal consequences.

Violation	Penalty / Consequence	Governing Provision
Non-compliance with Section 8 requirements	Directors and officers in default: fine of ₹25,000 to ₹25 lakh	Section 8(11)
Late filing of AOC-4	₹10,000, plus ₹100 per day of continuing default, subject to a maximum of ₹50,000	Section 137(3)
Late filing of MGT-7	₹10,000, plus ₹100 per day of continuing default, subject to a maximum of ₹50,000	Section 92(5)
Failure to hold AGM	Officer in default: ₹1 lakh, plus ₹5,000 for each day of continuing default, subject to the applicable statutory limit	Section 99
Failure to file INC-20A, where applicable	₹1,000 per day of continuing default, subject to a maximum of ₹1 lakh	Section 10A(2)
Failure to file annual returns or financial statements for three consecutive financial years	Directors may be disqualified for five years	Section 164(2)
Fraudulent operations	Officers involved may face action under Section 447, including imprisonment and a fine as prescribed	Sections 8(11) and 447
False statement or material omission in a filing	The person responsible may face liability for fraud where Section 448 applies	Sections 448 and 447

Note: Penalties depend on the specific provision and circumstances of the default. Under Sections 8(6) and 8(7), the Central Government may revoke the Section 8 licence, direct strike-off, winding up, or amalgamation with another Section 8 company in specified circumstances. Tax registrations, FCRA registration, and CSR eligibility are governed separately.

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