In India, Section 8 Company is a legal entity that promotes sports, social welfare, environmental protection, science, art, commerce, religion, charity, education, etc. However, similar to Societies or Trusts, a Section 8 Company Registration under MCA for not-for-profit or charitable purposes & administered via the Offices of the ROC. This is not the case with Trusts & Societies as they come under the respective State Governments. Moreover, it has a greater regulatory scope when compared with the latter two. In this article, we will discuss some vital documents for Section 8 Company Registration in detail.
What are the Characteristics of a Section 8 Company in India?
In India, a Section 8 Company is a non-profit organization formed under the Companies Act, 2013 for promoting social welfare activities and it is registered with an objective of promoting charity, education, art, science, or any other useful purpose that benefits society. Following are some of the vital characteristics of a Section 8 Company include:
- Name Suffix: Every Section 8 Company must have the words Section 8 in its name.
- Non-Profit Motive: The main objective of a Section 8 Company is to encourage social welfare & not to make profits for its members.
- Profits Utilisation: Profits earned are reinvested into the Company’s activity to complete its objective
- No Dividend Distribution: Any income generated by the Company should be utilized for promoting its objectives & no dividends are paid to the members.
- Limited Liability: The members’ liability is limited to the extent of their Company’s contributions.
Requirements for Section 8 Company Registration in India
Following are the requirements for Section 8 Company Registration in India:
- 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.
- Charitable Objects: Section 8 Companies in India are registered with non-profit objectives. The Memorandum of Association (MoA) and Articles of Association (AoA) must mention the non-profit purpose for which it is established. Any profits earned by the Section 8 Company is utilized for the persistence of its primary objective i.e., charitable purposes/reinvested in the Company and the profits of the Company will not be distributed among its members.
- Management: This Company is managed by the BoD (Board of Directors) as per the Company’s AoA & MoA, unlike other Trusts that are managed by the Trustees as per the Trust Deed.
- Name & Capital Requirement: In India, NGOs established as a Section 8 Company need not use the words Private Limited or Limited in its name. There is no minimum paid-up capital requirement in case Section 8 Company Registration.
- 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. This Company can’t make any changes to the provisions of AoA & MoA without the prior approval of the Central Government. It must follow the provisions of the IT (Income Tax) Act & GST Law.
- Obtain DSC & DIN: 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, DIN is also required. You have to apply for a DIN for the proposed Company’s Directors. The applicant for allotment of DIN has to be made in Form DIR-3 or along with the SPICe+ form for Registration.
List of some vital documents for Section 8 Company Registration in India
Following is the crucial documents for Section 8 Company Registration:
Documents for Directors
- If the Director is Indian National
- 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.
- Address Proof: All the Company’s Directors should provide their address proof like Voter ID, latest utility bills, Driver’s License, etc.
- Residential Confirmation: Beside address verification, Company Registration necessitates residential proof to authenticate the address of the Director.
- If the Director is a Foreign Nationals
- Passport: This is the vital requirement & the passport must be properly apostilled or notarized in its country of issuance. If the passport is in a different language other than English, an official translation is important.
- Address Verification: The address proof of the Foreign National should also be apostilled or notarized and the submitted proof should include the name of the Director 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.
Registered Office Proof
You need to provide one of the following documents as proof of your registered office at the time of Registration process or within 30 days after Company Incorporation:
- A document that shows the premises title where the registered office is situated under the name of the Company;
- A Rental or Lease Agreement for the premises in the Company’s Name which should be 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 require to submit:
- Written authorization from the landlord;
- Documentation that proves the usage of utility services at the registered office.
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 CoI of the said corporate entity. Moreover, the Resolution passed by the entity authorizing its subscription to shares in the Company being formed should also be attached.
MoA and AoA
These documents are necessary for Company Incorporation in India. When it comes to Section 8 companies, the MoA (Memorandum of Association) needs to be submitted using the INC 13 Form & there is no specific prescribed format for creating the AoA (Articles of Association).
Application for a License
This should be made to the Registrar in Form INC-12 and the application must include the following attachments:
- MoA in Form INC-13;
- Name Approval Letter;
- An estimate of the Company’s income & expenditure for the following 3 years;
- Declaration in INC-14 to be done by CS, CA, or CWA and it should state that the draft AoA & MoA has been drawn up in line with the provision of Section 8 & the affiliated rules & all the requirements of the Act & Rules made thereunder related to the Company Registration under Section 9 & matters connected therewith.
SPICe 32 Form
After the submission of the INC-12 Form, the applicant must get approval from the Central Government which is done by filing SPICe 32. A recent notification mandates the submission of the e-form AGILE along with the form
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.