Section 8 company compliances are the mandatory legal and regulatory obligations every non-profit company incorporated under the Companies Act, 2013 must fulfil — including appointment of an auditor (Form ADT-1), annual filings (AOC-4 and MGT-7), Income Tax Return (ITR-7), audit report (Form 10B/10BB), Director KYC (DIR-3 KYC), and event-based filings. Penalties for non-compliance range from ₹10 lakh to ₹1 crore on the company and ₹25,000 to ₹25 lakh on directors, with possible imprisonment up to 3 years and cancellation of the Section 8 licence.
A Section 8 company is regulated as strictly as any private limited company by the Ministry of Corporate Affairs (MCA), despite its non-profit status. Beyond MCA filings, a Section 8 company must also comply with the Income Tax Act, GST law (if applicable), the Foreign Contribution Regulation Act (FCRA), and conditions tied to its 12A and 80G registrations.
Section 8 compliances broadly fall into three categories:
- Annual (time-based) compliances — recurring filings tied to a fixed calendar date
- Event-based compliances — triggered by specific corporate actions
- Criteria-based compliances — triggered when the company crosses prescribed thresholds
This guide covers every Section 8 compliance requirement, due date, applicable form, and penalty for default under the Companies Act, 2013, the Income Tax Act, 1961, and related laws.
What is a Section 8 Company?
A Section 8 company is a non-profit organisation incorporated under Section 8 of the Companies Act, 2013, to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment, or any other similar object. Profits earned by a Section 8 company must be applied solely towards its stated objectives and cannot be distributed as dividends to its members.
Even though the company is incorporated as a limited entity, it is exempt from using the words “Limited” or “Private Limited” in its name. Section 8 companies are regulated by the MCA in the same manner as other companies — through the Registrar of Companies (ROC).
Key Benefits of a Section 8 Company
- Greater credibility than trusts and societies, as it is regulated under the Companies Act, 2013, with structured governance and audited financials
- No minimum paid-up capital requirement — founders can incorporate with flexible capital
- Tax exemption under Sections 12A and 80G of the Income Tax Act, 1961, allowing both the company and its donors to claim tax benefits
- Separate legal entity status with perpetual succession and limited liability for members
- Stamp duty concessions on incorporation in many states
- Eligibility for foreign contributions under FCRA registration
- CSR-eligible recipient — corporates can route CSR funds to a registered Section 8 company under Schedule VII of the Companies Act, 2013
For founders comparing non-profit options, it is helpful to understand the difference between a Section 8 company and other structures like a trust or society.
Types of Section 8 Company Compliances in India
Before diving into detail, it is important to understand how the Companies Act, 2013, classifies the different compliances for a Section 8 company:
| Type | What Triggers It | Frequency | Penalty for Default |
| Time-Based (Annual) | Fixed calendar deadlines every financial year | Annual / recurring | ₹100 per day after the due date for AOC-4 and MGT-7; MCA fee multiples for ADT-1 |
| Event-Based | A specific corporate event occurs | Non-periodic (event-triggered) | Penalty applies from the date the event occurs, not the filing deadline |
| Criteria-Based | The company crosses a prescribed threshold of capital, turnover, or activity | As and when the threshold is met | Treated as continuing non-compliance under Section 450 of the Companies Act, 2013 |
Important: Exemptions available to Section 8 companies under MCA notifications do not apply to filings under AOC-4, MGT-7, or ITR-7. Full penalties apply for late filings. Further, companies already in default under Sections 137 or 92 lose the benefit of these exemptions.
Compliance for Section 8 Company: Detailed List
Section 8 companies are governed by compliance standards similar to other corporate entities under the Companies Act, 2013, alongside additional tax and regulatory laws specific to non-profit organisations. The obligations are grouped into three main categories: tax compliance, annual MCA compliance, and event-based compliance.
1. Tax Compliances for Section 8 Companies
Every Section 8 company must complete its tax-related filings on time to maintain its 12A and 80G status, FCRA approval (if applicable), and overall legal standing.
a. Income Tax Exemption
A Section 8 company is eligible for income tax exemption under Sections 11 and 12 of the Income Tax Act, 1961, provided that all income is applied towards charitable or religious objects stated in its Memorandum of Association (MOA) and not for the benefit of any individual member. To claim this exemption, the company must be registered under Section 12A/12AB of the Income Tax Act.
b. 12A Registration
12A registration (now governed under Section 12AB after the Finance Act, 2020) is essential for a Section 8 company to claim full exemption on its income from charitable activities. Without 12A/12AB registration, the company’s surplus income becomes taxable.
c. 80G Registration
80G registration allows donors contributing to the Section 8 company to claim a 50% or 100% deduction on their donation under Section 80G of the Income Tax Act, 1961. This is a significant tool for fundraising and donor acquisition.
d. TDS (Tax Deducted at Source)
A Section 8 company is required to deduct TDS while making specified payments to contractors, professionals, employees, or rent payees as per the prescribed rates and deposit the same with the government within the due dates. It must also file quarterly TDS returns (Forms 24Q, 26Q, etc.).
e. Goods and Services Tax (GST)
A Section 8 company must obtain GST registration if its aggregate annual turnover from taxable supplies exceeds ₹20 lakh (₹10 lakh in special category states). Charitable activities related to religion, education, and healthcare may be exempt under specific GST notifications. Once registered, monthly/quarterly GST returns must be filed.
f. Foreign Contribution Regulation Act (FCRA)
If a Section 8 company intends to receive foreign donations or grants from abroad, it must obtain FCRA registration under the Foreign Contribution (Regulation) Act, 2010. FCRA-registered entities must file annual returns (Form FC-4) and maintain a designated FCRA bank account at SBI, New Delhi Main Branch.
g. Audit Report (Form 10B / Form 10BB)
Section 8 companies registered under Section 12A/12AB or claiming exemption under Section 10(23C) must file an audit report annually with the Income Tax Department:
- Form 10B applies if the total income exceeds ₹5 crore, the entity has received any foreign contribution, or has applied any income outside India.
- Form 10BB applies in all other cases.
Both forms must be filed at least one month before the due date for filing the Income Tax Return.
h. Requirements for Audits
Every Section 8 company must appoint a Chartered Accountant as its statutory auditor and conduct an annual audit irrespective of turnover. The audit report must be filed with the Income Tax Department along with the annual ITR-7.
Check out the latest compliance calendar for Section 8 Company and don’t miss out on any upcoming requirements.
2. Annual Compliance for Section 8 Company in India
Under Section 8, businesses are subject to several legal obligations and various annual compliance reports. The following are compliance requirements a Section 8 company must comply with every year:
a. Appointment of Auditors (Form ADT-1)
Under Section 139 of the Companies Act, 2013, every Section 8 company must appoint a statutory auditor for a term of five consecutive financial years (in the case of the first auditor appointed within 30 days of incorporation by the Board). The appointment in subsequent AGMs is intimated to the MCA in Form ADT-1 within 15 days from the date of the AGM. Failure to file ADT-1 within the deadline attracts higher MCA fees and a continuing default penalty.
b. Maintaining Statutory record
Under Section 8 of the Companies Act of 2013, firms are required to maintain a record that contains details on:
- Loans they have taken out,
- Details of directors (DIN, name, address, date of appointment),
- Changes to their directorship,
- Charges they have made, and
- Investments they have made.
c. Conduct Meetings
Section 8 companies must hold at least one Annual General Meeting (AGM) each year and a minimum of two board meetings (one every six months).
d. Report from the Board of Directors
All company directors are obliged to review the Director’s Report, which contains information on the business’s accounting, compliance, corporate social responsibility, and other appendices. The report must be turned in with the AOC-4 Form.
Failure to submit the AOC-4 Form within 30 days following the AGM date will result in penalties for the business.
e. Preparing Financial Statements
A cash flow statement, balance sheet, and profit and loss statement are among the financial statements that the company is required to provide. These documents have to be filed with the Registrar of Companies (ROC) and submitted to an audit by an auditor.
Failing to file the MGT-7 Form within 60 days of the AGM date will result in penalties for the business.
f. Submission of Income Tax Return
Since every Section 8 company is mandatorily subject to audit, the applicable due date for filing ITR-7 is 31 October of the assessment year. The ITR must disclose the total income, application of income for charitable purposes, exempt income, and details of registrations under Sections 12A/12AB and 80G. Late filing attracts interest under Section 234A and a late filing fee under Section 234F.
g. Director KYC (DIR-3 KYC)
Every director who has been allotted a DIN must file DIR-3 KYC by 30 September every year. Failure to file results in the deactivation of the DIN, which can only be reactivated after paying a late fee of ₹5,000.
3. Event-Based Compliance for Section 8 Companies
A Section 8 company must complete event-based compliance only when a specific corporate action occurs. The filing deadline starts from the date of the event, not from a fixed calendar date.
| Event | Form | Filing Deadline | Penalty |
|---|---|---|---|
| Director appointment / resignation | DIR-12 | Within 30 days of the event | MCA records not updated; ₹1,000 per day, up to ₹5 lakh |
| Auditor resignation | ADT-3 | Within 30 days of resignation | Higher fees + continuing default |
| New auditor appointment | ADT-1 | Within 15 days of the appointment | Higher fees |
| Amendment to MOA / AOA (special resolution) | MGT-14 | Within 30 days of resolution | ₹10,000 + ₹100 per day of continuing default |
| Public share allotment | PAS-3 | Within 30 days of allotment | ₹1,000 per day or ₹1,00,000, whichever is lower |
| Private placement of shares | PAS-3 | Within 15 days of allotment | ₹1,000 per day up to ₹25 lakh |
| Share transfer | SH-4 | Transfer deed within 60 days; registration within 30 days of receipt | Fines under Section 56(6) |
| Change of registered office | INC-22 | Within 30 days of shifting | Fines + ROC approval for interstate move |
| Creation / modification of charge | CHG-1 | Within 30 days of creation/modification | Higher fees up to 10× normal fees |
Note: Section 8 companies are exempt from filing Form MGT-14 for board resolutions under Section 179(3). However, MGT-14 must still be filed for special resolutions passed in general meetings (e.g., amendments to MOA or AOA).
Section 8 Company Annual Compliance Checklist
A Section 8 company must complete the following ROC, tax, and statutory compliances every financial year under the Companies Act, 2013, to stay compliant:
| Compliance | Form | Due Date | Filed With | Penalty for Default |
| Appoint Auditor | ADT-1 | Within 15 days of AGM | MCA | Higher MCA fees based on delay |
| File Financial Statements | AOC-4 | Within 30 days of AGM | ROC | ₹100 per day, no upper limit |
| File Annual Return | MGT-7 | Within 60 days of AGM | ROC | ₹100 per day, no upper limit |
| Director KYC | DIR-3 KYC | September 30 every year | MCA | DIN deactivation; ₹5,000 reactivation fee |
| Income Tax Return | ITR-7 | October 31 | Income Tax Department | Interest under Section 234A + late fee |
| Audit Report (12A entities) | Form 10BB | September 30 every year | Income Tax Department | Loss of 12A exemption for the year |
| Donation Statement (80G entities) | Form 10BD | May 31 every year | Income Tax Department | ₹200 per day of default |
| Donation Certificates | Form 10BE | May 31 every year | Issued to donors | Donors lose deduction eligibility |
| Deposit Return | DPT-3 | June 30 every year | ROC | Up to ₹5,000 + ₹500 per day continuing default |
| MSME Payment Reporting | MSME-1 | October 31 (Apr–Sep) / April 30 (Oct–Mar) | MCA | ₹20,000 initial + ₹1,000 per day, up to ₹3 lakh |
| Director Interest Disclosure | MBP-1 | First Board meeting of FY | Board records | Up to ₹1,00,000 per director under Section 184 |
| Annual General Meeting | AGM | By September 30 every year | — | Up to ₹1,00,000 + ₹5,000 per day continuing default |
Note: Section 8 companies must file DPT-3 even for loans or exempted deposits as of March 31. They must file MSME-1 only if payments to Micro or Small Enterprise suppliers are overdue by more than 45 days. No NIL filing is required if no such dues exist.
Penalties for Non-Compliance with Section 8 Compliances
If a Section 8 company fails to meet statutory requirements, it faces heavy penalties, director liability, license cancellation, and possible winding up.
| Violation | Penalty on Company | Penalty on Directors / Officers | Governing Section |
|---|---|---|---|
| General non-compliance | ₹10 lakh – ₹1 crore | ₹25,000 – ₹25 lakh or imprisonment up to 3 years, or both | Section 8(11) |
| Fraudulent operations | Same as above | Imprisonment 6 months – 10 years + fine up to 3× the fraud amount | Section 447 |
| Late filing of AOC-4 / MGT-7 | ₹100 per day, no upper limit | ₹100 per day, no upper limit | Sections 137 & 92 |
| Non-holding of AGM | Up to ₹1,00,000 | ₹1,00,000 + ₹5,000 per day continuing default | Section 99 |
| Failure to file INC-20A | ₹50,000 | ₹1,000 per day up to ₹1,00,000 | Section 10A |
| Non-filing of DIR-3 KYC | — | DIN deactivation + ₹5,000 reactivation fee | Rule 12A |
| Non-filing for 3 consecutive years | ROC may strike off the company | Directors disqualified for 5 years from all companies | Section 164(2) |
| False statements in filings | — | Imprisonment up to 2 years + fine | Section 448 |
Important: If a Section 8 company loses its licence under Section 8(6), it also loses its 12A, 80G, and FCRA registrations, along with eligibility to receive CSR funds. Section 164(2) disqualification applies to all directorships held by the disqualified director, not just the defaulting company.
Section 8 company compliance is not a one-time task — it is a continuous obligation that determines whether the company retains its licence, tax exemptions, and ability to receive donations. Maintaining a compliance calendar, conducting timely board meetings and AGMs, and ensuring accurate ROC and Income Tax filings are the foundation of long-term sustainability for a non-profit. Founders managing a Section 8 company alongside other entities can also benefit from understanding private limited company compliance and LLP annual compliance to compare regulatory load across structures.
