Key Documents Required for Section 8 Company Registration

In India, a Section 8 Company is a legal entity that promotes sports, social welfare, environmental protection, science, art, commerce, religion, charity, education, etc. To achieve one of the not-for-profit objectives, a list of documents is required for Section 8 company registration.

Having a proper checklist for the incorporation of a Section 8 company will help smooth out the process. It also contributes towards saving precious time and avoiding penalties down the line. To partake in these advantages, you can also take assistance from a professional company registration service provider. Scroll down to get the detailed list of the documentation and other crucial tips to form a Section 8 company.

Requirements for Section 8 Company Registration in India

Before getting started with the documents and process, it’s essential to understand the mandatory requirements. Below are the requirements for Section 8 Company Registration in India:

1. Directors: A minimum of 2 directors is required if the Section 8 Company is to be registered as a Private Limited Company & a minimum of 3 Directors in case of incorporation as a Public Limited Company. The maximum number of members is 200 in the case of a Private Limited Company, whereas for a Public Limited Company, there is no such limit.
2. Charitable Objects: Section 8 Companies in India operate with non-profit objectives. The Memorandum of Association (MoA) and Articles of Association (AoA) clearly state the non-profit purpose for which the company exists. The company reinvests any profits it earns to further its primary objectives, such as charitable or social purposes, and does not distribute profits among its members.
3. Management: The Board of Directors (BoD) manages this company in accordance with its AoA and MoA, unlike trusts, which trustees manage as per the Trust Deed.
4. Name & Capital Requirement: In India, NGOs established as a Section 8 Company need not use the words “Private Limited” or “Limited” in their name. There is no minimum paid-up capital requirement in case of Section 8 Company Registration.
5. Regulation under Various Acts: Section 8 Companies in India must follow the Rules & Regulations suggested under the Companies Act, 2013. IT should maintain books of account & file returns with the ROCs.
6. Obtain DSC & DIN: Digital Signature Certificate (DSCs) of the proposed Company’s Directors are needed as the forms for the Registration Process are filled online & should be digitally signed. Apart from DSC, a Director Identification Number (DIN) is also required.

List of Key Documents for Section 8 Company Registration in India

Alongside the Section 8 Company requirements mentioned above, applicants must submit the following crucial documents for Section 8 Company registration:

i. Documents for Directors

a. If the Director is an Indian National

1. PAN Card: This is a unique, distinctive identification number granted by the Income Tax Department. During the procedure, Indian Directors must submit their PAN Card.
2. Address Proof: All the Company’s Directors should provide their address proof, like Voter ID, latest utility bills, Driver’s License, etc.
3. Residential Confirmation: Besides address verification, Company Registration necessitates residential proof to authenticate the address of the Director.

b. If the Director is a Foreign National

1. Passport: This is a vital requirement, and the issuing country must properly apostille or notarize the passport. If the passport is in a language other than English, an official translation is important.
2. Address Verification: The Foreign National must apostille or notarize the address proof, and the submitted document must include the Director’s name exactly as mentioned in the passport.

Note: In cases where the passport lacks the birth date of the holder, an additional document verifying the Director’s Date of Birth must be provided.

ii. Documents for Registered Office Proof

You need to provide one of the following documents as proof of your registered office at the time of company incorporation or within 30 days:

1. A document that shows the premises title in the name of the Company where the registered office is situated.
2. Submit a rental or lease agreement for the premises in the company’s name and ensure it is duly notarized. Moreover, you should include a receipt copy for the rent payment, issued within the past month.

In addition to the above details, you will also be required to submit:

1. Written authorization from the landlord;
2. Documentation that proves the usage of utility services at the registered office.

iii. Shareholders’ Documents

Identity & address proof for each shareholder should be provided on behalf of all individuals holding shares in the Company. If a Shareholder represents an entity or Association of Persons, it is vital to include the Certificate of Incorporation (CoI) of the said corporate entity.

Moreover, the entity must attach the resolution authorizing its subscription to shares in the company being formed.

Additional Documents Required

a. MoA and AoA

For Section 8 companies, applicants must submit the MoA (Memorandum of Association) using Form INC-13. The law does not prescribe a specific format for drafting the AoA (Articles of Association).

b. Application for a License

You must submit this to the Registrar in Form INC-12, and the application must include the following attachments:

1. MoA in Form INC-13;
2. AoA;
3. Name Approval Letter
4. An estimate of the Company’s income & expenditure for the following 3 years;
5. A Company Secretary (CS), Chartered Accountant (CA), or Cost and Works Accountant (CWA) must submit the declaration in Form INC-14. The declaration states that the draft AoA and MoA comply with the provisions of Section 8, the applicable rules, and all requirements of the Companies Act and rules made thereunder relating to company registration under Section 8 and connected matters.

c. SPICe 32 Form

After submitting the INC-12 Form, the applicant must obtain approval from the Central Government by filing the SPICe+ form. A recent notification mandates the submission of the e-form AGILE along with the form

Conclusion

The documents for Section 8 Company Registration play a vital role in establishing non-profit organizations for social and charitable purposes. Ensuring the completeness and accuracy of these documents is crucial for a smooth registration process. Attention to detail and compliance with legal requirements are key to success.

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