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Form INC-13 for Section 8 Company: Drafting & Approving the MoA

Srihari Dhondalay

Created:Dec 22, 2025

Updated:Dec 22, 2025

11 min read

A strong mission deserves more than good intentions; it needs a clear legal foundation. Many NGOs, trusts, and societies start with powerful ideas but struggle to translate that vision into a compliant and trustworthy structure. Form INC-13 plays a crucial role in establishing this foundation by defining the purpose and scope of a Section 8 company.

It formally outlines the organization’s nonprofit objectives, values, and governing principles in a way that aligns with the Companies Act, 2013. When prepared correctly, it provides clarity, credibility, and accountability. These qualities are of utmost importance to stakeholders, CSR partners, and funding sources.

INC-13 is more than just a statutory requirement; it is the document that anchors your mission within a recognized legal framework. This blog talks about how Form INC-13 works and why it matters, helping you set up a solid foundation for your Section 8 company.

What is the INC‑13 Form?

Form INC‑13 (Form No. INC.13) is the official format used for preparing the Memorandum of Association (MoA) for a Section 8 company under the Companies Act, 2013. This form sets out the key details of the company’s purpose and structure. In the Section 8 registration process, the MoA defines the non‑profit objectives you plan to pursue.

Under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, the MoA for a Section 8 company must be in the format prescribed under INC‑13. The form does not grant approval or registration. It is a statutory document reviewed by the Registrar of Companies (RoC) during the application process.

For New Section 8 Company Registration: Prepare the MoA in INC‑13 format along with the incorporation application and Section 8 licence (Form INC‑12). Clearly state the charitable, educational, social welfare, or other non-profit objectives. Include the company name, registered office (temporary for new incorporations, update via INC‑22), and main objects.
For Section 8 Conversion or Amendment: Submit the revised MoA in INC‑13 format as an attachment to relevant MCA forms, such as INC‑12 or SH‑7. Ensure the document reflects the non-profit purpose and complies with Section 8 rules.

The MoA in INC‑13 serves as the company’s key document. It shows the RoC that the company’s objectives and structure follow Section 8 norms.

Who is Required to Sign the INC‑13 MoA?

Form INC‑13 is the format for a Section 8 company’s MoA. It is submitted electronically as part of SPICe+, INC‑12, or other linked MCA forms, signed with a valid Class 3 DSC.

Directors/Promoters: A director or promoter of the company may prepare and submit the MoA drafted in Form INC‑13 format. The director ensures that the MoA reflects the company’s non-profit objectives accurately.
Subscribers to the MoA: All first subscribers (members) listed must sign the MoA in this format. Their signatures confirm consent to the company’s objectives and commitment to Section 8 compliance.
Submission through MCA Forms: The MoA in INC‑13 is submitted electronically as part of SPICe+, INC‑12, or other linked forms. These forms must be digitally signed using a valid Digital Signature Certificate (DSC) registered on the MCA portal.

Note: Filing INC‑13 does not require a professional certification (CA, CS, CMA), but linked filings like INC‑12 may require one.

How to Fill eForm INC‑13? Step‑by‑Step Guide

Filling eForm INC‑13 correctly is essential for a Section 8 company. It ensures the MoA meets all legal requirements and gets smooth approval from the RoC.

Follow these steps carefully to fill eForm INC‑13:

Step 1: Check Section 8 Eligibility

Before drafting the MoA, ensure that the proposed company qualifies for Section 8 registration. The objectives must be strictly non-profit in nature and fall within permitted areas such as charity, education, social welfare, environmental protection, art, culture, or sports.

Step 2: Draft the Memorandum of Association in INC-13 Format

Prepare the MoA strictly in the format prescribed under Form INC-13. Clearly define:

The main and ancillary non-profit objects
The scope of activities
The governance intent of the company

Avoid commercial or profit-oriented language, as this is a common reason for resubmission.

Step 3: Draft the AOA

Prepare the Articles of Association (AOA) in line with Section 8 restrictions. The AOA should support the MoA and reflect limitations on profit distribution, member benefits, and governance.

Step 4: Include Mandatory Section 8 Clauses

Ensure the MoA contains all compulsory Section 8 clauses, including:

Application of profits and income solely toward the company’s objectives
Prohibition on payment of dividends to members
Transfer of remaining assets on winding up to another Section 8 company or an eligible charitable institution

These clauses are mandatory and closely examined by the RoC.

Step 5: Identify Subscribers and Obtain Signatures

Identify all first subscribers to the MoA. Each subscriber must:

Sign the MoA prepared in INC-13 format
Provide name, address, occupation, and identification details
Have their signatures properly witnessed

Subscriber signatures are mandatory for the MoA to be valid.

Step 6: Attach INC-13 to the Relevant MCA Application

You submit the MoA prepared in Form INC‑13 as an attachment rather than as a separate filing:

SPICe+ form for incorporation of a new Section 8 company
INC-12 for obtaining a Section 8 licence or conversion
SH-7, where alteration of MoA is involved, if applicable

You digitally sign the submission using a valid Digital Signature Certificate (DSC) registered on the MCA portal.

Step 7: Payment of Applicable Fees and Stamp Duty

You pay the government fees and applicable stamp duty while submitting the parent form (SPICe+ / INC‑12). The Companies (Registration Offices and Fees) Rules, 2014, govern the fees, and the stamp duty varies by state.

Step 8: RoC Examination and Queries

The RoC reviews the MoA to confirm compliance with Section 8 requirements. If discrepancies or unclear clauses are found, the application may be marked for:

Resubmission
Additional clarification
Modification of objects or clauses
Prompt and accurate responses help avoid delays.

Step 9: Post-Approval Compliance

After approval, the company must operate strictly in accordance with the MoA by:

Using all income and profits solely for charitable purposes
Maintaining proper books of accounts

Filing annual returns and statutory compliances as required under the Act.

Want to make your Section 8 company’s MOA preparation fast, simple, and error-free? RegisterKaro guides you through every step of filing Form INC‑13. Contact us today!

Form INC‑13: Common Mistakes & Pitfalls (and How to Avoid Them)

Filing Form INC‑13 can be challenging. Errors often lead to delays or rejections. Knowing these common pitfalls helps ensure a smoother approval process.

1. Incomplete or Incorrect MoA Draft: A frequent issue is preparing the MoA that does not clearly reflect the Section 8 non-profit objectives.

Fix: Draft the MoA carefully in INC‑13 format. Clearly state charitable, educational, social welfare, or other non-profit objectives. Avoid vague or commercial-sounding statements.

2. Missing Subscriber Signatures: INC‑13 requires signatures of all first subscribers. Missing or incomplete signatures can trigger rejection.
Fix: Collect and verify all subscriber signatures before filing. Ensure names and addresses match exactly with the form.

3. Wrong Signatory or DSC Issues: Sometimes, someone who is not a director, promoter, or authorized signatory signs the form, or the DSC is invalid. This can lead to rejection or technical defects.

Fix: Confirm that a person authorized to submit the application digitally signs the relevant MCA form (such as SPICe+ or INC‑12) using a valid Class 3 DSC registered on the MCA portal.

4. Inconsistent Company Details: Discrepancies between the company name, object clauses, or other details on MCA records and the INC‑13 form can cause errors. It can also raise queries from the ROC.

Fix: Verify all company details on the MCA portal before filling the form. Make sure the information matches exactly.

5. Unsupported Clauses or Objectives: Including objectives or clauses that don’t comply with Section 8 requirements can delay approval.

Fix: Include all mandatory Section 8 clauses: use profits only for charity, no dividends, and proper asset transfer on winding up. Ensure objectives comply with legal requirements.

Struggling to get it right the first time? RegisterKaro can help you prepare and file INC‑13 smoothly, avoiding the common pitfalls and ensuring a faster approval process.

Frequently Asked Questions

The MCA prescribes Form INC‑13 as the official format to draft the Memorandum of Association (MoA) for a Section 8 company under the Companies Act, 2013. It defines the company’s objectives, governance structure, and operational framework. The Registrar of Companies (RoC) examines the MoA prepared in INC‑13 to ensure that the proposed company strictly complies with Section 8 non-profit norms before incorporation or amendment.

New companies seeking Section 8 registration must submit Form INC‑13 as part of the SPICe+ incorporation process. Existing companies converting to Section 8 or amending their MoA must also use INC‑13. The MoA in INC‑13 format ensures that the company’s non-profit objectives, governance clauses, and subscriber details comply with Section 8 norms. You submit it through linked MCA forms, digitally signing with a valid Class 3 DSC.

Yes, a private limited company converting into a Section 8 company must use Form INC‑13 to prepare a new MoA. The MoA must clearly define charitable, educational, social welfare, or other non-profit objectives. Mandatory clauses, including profit usage and asset transfer upon winding up, must be included. INC‑13 ensures that the company structure, governance, and objectives meet all legal requirements for Section 8 registration.

Yes, all first subscribers of the company must sign the MoA in INC‑13 format. Missing or incorrect signatures can lead to rejection by the RoC. Signatures must match the subscriber’s name, address, and identification details exactly. Proper witnessing and verification of signatures is essential. These signatures confirm that the subscribers consent to the company’s objectives and agree to operate under Section 8 compliance.

Common mistakes include vague objectives, missing subscriber signatures, discrepancies with MCA records, and invalid DSC usage. Other errors are the inclusion of unsupported clauses, commercial language, or omission of mandatory Section 8 clauses such as profit application and asset transfer. These mistakes can result in rejection or resubmission. Careful drafting, verifying subscriber details, and using authorized digital signatures help avoid delays and ensure smoother RoC approval.

Required attachments for INC-13 include the draft MoA in INC‑13 format, the Articles of Association (AOA), and board resolutions approving the MoA. Sector-specific approvals or No Objection Certificates (NOCs) may be needed if applicable.

For amendments, you must attach supporting forms like INC‑12 or SH‑7. You must scan all documents in PDF format, clearly label them, and digitally sign them where required. Accurate attachments prevent rejections and ensure smooth RoC approval.

Form INC‑13 must be digitally signed using a valid Class 3 Digital Signature Certificate (DSC). Authorized signatories include company directors, promoters, or representatives listed in board resolutions. Using an expired or unauthorized DSC can cause rejection. The DSC must be linked to DIN or PAN and registered on the MCA portal. Proper signing ensures that the MoA submission is legally valid and accepted without errors by the RoC.

Yes, INC‑13 serves both purposes. For new Section 8 companies, INC‑13 is submitted along with SPICe+ during incorporation. Existing companies converting to Section 8 or updating their MoA also use INC‑13 to reflect revised objectives, governance clauses, and subscriber details. In both cases, the MoA must comply with Section 8 norms. RoC approval of INC‑13 validates the non-profit status and allows the company to operate legally.

No, the RoC carefully reviews the submitted MoA to ensure full compliance with Section 8 requirements. If objectives, clauses, or subscriber information are incomplete, the RoC may issue queries or request clarifications. Approval is granted only after all discrepancies are resolved.

Once approved, the MoA becomes the company’s official foundational document, legally enabling incorporation, conversion, or amendments while maintaining compliance with Section 8 non-profit rules.

If the MoA lacks mandatory clauses, fails to reflect charitable objectives, or contains errors, the RoC may reject it or request amendments. Non-compliance delays incorporation or Section 8 conversion. Companies must revise objectives, include all mandatory clauses, verify subscriber signatures, and ensure proper DSC usage. The RoC will approve the MoA only after you resubmit it and it passes verification, allowing the company to operate legally as a Section 8 entity.

No, only companies can use INC‑13. Societies or trusts must first convert into a company under the Companies Act. Once converted, the entity can submit INC‑13 to define non-profit objectives, governance, and mandatory clauses. This ensures compliance with Section 8 rules. Filing INC‑13 after conversion allows the RoC to legally recognize the organization as a Section 8 company, giving it a formal non-profit corporate structure.

RegisterKaro helps draft, verify, and submit INC‑13 for Section 8 companies. Services include ensuring non-profit objectives comply with Section 8 rules, preparing the MoA and AOA, validating subscriber signatures, and checking DSC authorization. They also assist with required attachments and MCA portal submission. This reduces errors, speeds up approval, and ensures full compliance. Using RegisterKaro simplifies the Section 8 incorporation or MoA amendment process, saving time and effort.

After submission, the MCA portal generates a Service Request Number (SRN). You can track the filing status in the “Track Service Request” section of the portal. Monitor any resubmission requests or queries from the RoC regularly. Promptly uploading clarifications or missing documents ensures smooth processing. Timely responses help secure approval of the MoA for your Section 8 company without unnecessary delays.

The approval timeline depends on the completeness of the MoA and supporting documents. Typically, it takes 1–3 weeks for new filings. Amendments or conversions may take longer if RoC queries arise. Delays can occur due to missing attachments, unclear objectives, or incomplete subscriber details. Proper preparation, complete attachments, and quick responses to RoC notices help expedite the approval process, ensuring compliance with Section 8 norms efficiently.

Srihari Dhondalay

Srihari Dhondalay is a Chartered Accountant and finance expert with experience at top firms like KPMG and Angel Broking. As Co-Founder at RegisterKaro, he has guided over 1,000 startups and SMEs on financial management, compliance, and sales strategy. Srihari has successfully cleared the CA Final, IPCC, and CPT exams and is passionate about making finance accessible through practical, entrepreneur-focused insights.

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Form INC-13 for Section 8 Company: Drafting & Approving the MoA