Key Documents Required for Section 8 Company Registration in India

What is a Section 8 Company in India?

A Section 8 company is a non-profit company registered under the Companies Act, 2013, in India. The MCA forms it to promote charitable, social, educational, cultural, or environmental objectives without any profit distribution to its members.

Unlike regular companies, a Section 8 company does not operate for commercial gain. It reinvests all income to achieve its stated objectives and supports public welfare activities across India.

Key Features of a Section 8 Company

A Section 8 company:

• Does not allow any dividend distribution to members or shareholders.
• Requires a special license from the MCA during incorporation.
• Uses names such as Foundation, Association, Forum, Federation, Council, or Chambers instead of commercial suffixes.
• Enjoys a separate legal identity and can own property, enter into contracts, and sue or be sued in its own name.
• Requires a minimum of 2 directors for a private structure and 3 directors for a public structure.
• Must maintain a registered office in India, whether owned, rented, or a co-working space.
• Has no minimum paid-up capital requirement for incorporation.
• Offers tax benefits such as Section 80G deductions and Section 12A exemption eligibility.
• Follows strict compliance rules under the Companies Act, 2013, including maintenance of books of accounts and ROC filings.

Documents Required for Directors

Every proposed director must submit identity and address documents before Section 8 incorporation in India. The documents required for Section 8 company registration differ based on whether the director is an Indian national or a foreign citizen.

For Indian National Directors

• PAN card of all directors, used as the primary identity proof for MCA filings.
• Address proof such as Aadhaar card, Voter ID, Passport, or Driving License. The name must match the PAN card exactly.
• Residential proof, such as a bank statement, electricity bill or telephone bill, not older than two months.
• Recent passport-sized photograph of each proposed director.
• Digital Signature Certificate (DSC) for signing MCA forms digitally.
• Director Identification Number (DIN), allotted during the SPICe+ incorporation process.

Note: SPICe+ Form allows a maximum of 3 DIN allotments per incorporation application. Additional directors must apply separately through Form DIR-3 after incorporation.

For Foreign National Directors

• Passport of the proposed director.
• Address proof such as a driving license, residence card, bank statement, or government-issued address document. The name must match the passport exactly.
• Date of birth proof if the passport does not mention the birth date.

Note: All foreign documents must be notarized or apostilled in the issuing country. If any document is not in English, a certified English translation must also be submitted.

Registered Office Proof Documents

You must submit registered office proof either during incorporation or within 30 days after incorporation. The registered office documents required for Section 8 company registration depend on whether the premises are owned or rented.

• Title deed or sale deed in the name of the company or any director as proof of ownership for owned premises.
• Notarized rent or lease agreement in the company’s name for rented premises.

• No Objection Certificate (NOC) from the property owner authorizing the company to use the premises as its registered office.
• Valid agreement or service contract for co-working spaces, shared offices, or virtual office arrangements.
• Utility bill, such as an electricity bill, telephone bill, or gas bill, not older than two months.

The ROC sends all official communication to the registered office address, so ensure all documents carry the correct and consistent address details.

Shareholders’ Documents

Every shareholder must submit identity and address proof during incorporation. The documents required for incorporation of a Section 8 company vary based on the type of shareholder.

If the Shareholder Is an Individual

• Identity proof such as PAN card, Aadhaar card, Passport, or Voter ID.
• Address proof, such as a bank statement, utility bill, or government-issued document, not older than two months.

If the Shareholder Is a Body Corporate or an Association of Persons

• Certificate of Incorporation (CoI) of the subscribing entity.
• Board resolution authorizing the entity to subscribe to shares in the proposed Section 8 company.

Note: A registered partnership firm can also become a member of a Section 8 company in its own capacity. In that case, the firm must submit its partnership deed and registration certificate along with the authorization from its partners. 

MoA and AoA for Section 8 Company

The Memorandum of Association (MoA) and Articles of Association (AoA) are the most important documents in company incorporation. While the MoA defines the company’s objectives and scope, the AoA governs its internal rules and management.

For a Section 8 company, you must file the MoA in Form INC-13. The MCA does not prescribe a fixed format for the AoA.

Both documents must meet the following requirements:

• Subscriber signatures with full name, address, occupation, and description details.
• Witness attestation by at least one witness with their name, address, and occupation details.
• Properly signed and attached subscriber sheets must as per MCA requirements.
• Non-profit objective clause stating that the company will use surplus only for charitable purposes.

You must attach both documents during the SPICe+ incorporation process. Ensure the MoA objectives match the approved company name to avoid ROC objections or rejection.

Documents Required for Section 8 Company License Application

Every Section 8 company needs a license from the ROC before incorporation. For new companies, you can apply for this license directly through SPICe+ Part B. The MCA no longer requires a separate Form INC-12 filing. However, existing companies converting into a Section 8 entity must still file Form INC-12 separately.

The license application must include the following documents:

• MoA in Form INC-13 drafted according to Section 8 requirements.
• AoA signed by all subscribers and witnesses.
• Declaration in Form INC-14 from a practicing CA, CS, or Cost Accountant confirming legal compliance.
• Declaration in Form INC-15 from each applicant or subscriber.
• Estimated income and expenditure statement for the next three financial years.
• Name approval letter obtained through RUN or SPICe+ Part A, valid for 20 days.
• e-Form AGILE PRO-S for bank account opening and GSTIN, EPFO, and ESIC registration.

After approval, the ROC issues the Section 8 license in Form INC-16 along with the COI and Company Identification Number (CIN).

Additional Section 8 Company Incorporation Documents to Keep Ready

Apart from the main incorporation documents, the MCA may request additional supporting documents during verification. These include:

• Form DIR-2, where each proposed director gives consent to act as a director.
• Form INC-9, an auto-generated declaration digitally signed by the subscribers and first directors when the total number of subscribers and directors does not exceed 20.
• Power of Attorney authorizing a representative to respond to ROC queries or make corrections.
• Director’s interest disclosure in Form MBP-1, declaring interests in other companies or entities.
• Proof of registered office through Form INC-22 if you do not submit it during incorporation.

Keep both digital and physical copies of all documents properly organized, as the MCA may request them during verification or inspections.

Checklist for Incorporation of Section 8 Company: Documents at a Glance

This table gives a quick overview of the major documents required for Section 8 company registration.

Category	Document	Key Details
Indian Directors	PAN card	Mandatory for all proposed directors
	Address proof	Aadhaar card, Passport, Voter ID, or Driving License
	Residential proof	Bank statement or utility bill, not older than two months
	Passport-size photograph	Recent photograph of each director
	DSC and DIN	Digital Signature Certificate and Director Identification Number
Foreign Directors	Passport	Must be notarized or apostilled in the issuing country
	Address proof	Must be notarized or apostilled; details must match the passport
	Date of birth proof	Required only if the passport does not mention the birth date
Registered Office	Ownership document	Sale deed or title deed for owned premises
	Rent or lease agreement	Required for rented premises; agreement should be notarized
	Landlord NOC	Authorization to use the premises as the registered office
	Utility bill	Electricity, gas, or telephone bill, not older than two months
Shareholders	Identity and address proof	Required for all individual shareholders
	Certificate of Incorporation	Required if the shareholder is a body corporate
	Board resolution	Authorizing subscription to shares in the proposed company
MoA and AoA	Memorandum of Association	Filed as e-MoA in Form INC-13
	Articles of Association	Signed by all subscribers and witnesses
License Application	Form INC-14	Declaration from a practicing CA, CS, or Cost Accountant
	Form INC-15	Declaration from each applicant or subscriber
	Estimated income and expenditure	Projected financial statement for the next three financial years
	Name approval letter	Obtained through RUN or SPICe+ Part A
	e-Form AGILE PRO-S	Filed with SPICe+ Part B for incorporation and registrations

Tip: Getting your documents verified by a practicing CA or CS before filing helps minimize ROC objections, resubmissions, and approval delays.

Conclusion

Getting your Section 8 company incorporation documents right the first time determines how quickly you receive your license and Certificate of Incorporation. Every document must be accurate, current, and consistent across all filings to prevent ROC objections that can delay the entire process.

If you want expert assistance with document preparation, MCA compliance, and end-to-end incorporation, RegisterKaro can help you get incorporated without delays or resubmissions. Our experts handle documentation, filing, and approvals so you can focus on building your non-profit organization. Contact us today for a free consultation!

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