The process of incorporating a Section 8 company involves obtaining DSCs, reserving a business name, preparing the required incorporation documents, filing the SPICe+ application, getting the mandatory declarations (INC-14 and INC-15), and obtaining the COI and Section 8 Licence from the MCA V3 portal. While promoters earlier filed Form INC-12 to obtain a Section 8 license, the SPICe+ process now issues it without requiring INC-12. The end-to-end process takes 15–20 working days and costs ₹14,000–₹25,000.
Promoters establish a Section 8 company exclusively to achieve charitable objectives such as education, healthcare, social welfare, environmental protection, science, art, sports, and other public-interest activities. After incorporation, the entity can apply for tax exemptions under Sections 12AB and 80G of the Income Tax Act and obtain CSR-1 registration to receive eligible corporate funding.
The table below explains each step of the Section 8 Company incorporation procedure, along with the estimated timeline and applicable costs.
| Step | Activity | Estimated Timeline | Approximate Cost (₹) |
| 1 | Decide the charitable objectives | 1–2 days | Nil |
| 2 | Apply for name approval (RUN/SPICe+ Part A) | 2–3 working days | Included in SPICe+ Form |
| 3 | Obtain DSC and DIN | 1–2 working days | DSC: ₹1,000–₹3,000 per director; DIN through SPICe+ (up to 3 directors) |
| 4 | Draft MOA (INC-13) and AOA | 2–3 working days | Included in professional fees |
| 5 | Prepare declarations and supporting documents | 2–3 working days | ₹200–₹1,000 (documentation, if applicable) |
| 6 | File SPICe+ Part B and linked forms | 3–5 working days | MCA fees: Nil (up to ₹15 lakh authorized capital); stamp duty as applicable |
| 7 | Receive COI and Section 8 License | 2–3 working days | Included in incorporation fees |
| Total | Complete Section 8 company incorporation | 15–20 working days | ₹14,000–₹25,000 |
Key Takeaways
- The procedure of Section 8 company incorporation involves reserving a name through SPICe+ Part A, then filing the integrated SPICe+ application for incorporation and the Section 8 licence.
- Obtain the Certificate of Incorporation (COI) and Section 8 Licence together. Fresh incorporations do not require a separate INC-12 application.
- Incorporate a Section 8 company with at least two directors and two members, including one resident director. The law does not prescribe any minimum capital requirement.
- Draft the MOA in Form INC-13 and clearly state the entity’s charitable objects. Reinvest all profits towards those objects and do not distribute dividends to members.
- Complete the incorporation process in 15–20 working days at an estimated cost of ₹14,000–₹25,000, depending on state stamp duty, the number of directors, and professional fees.
- If a Section 8 company undertakes microfinance activities, it must include these objectives in the MOA and obtain applicable approvals under RBI regulations.
Eligibility for Section 8 Company Incorporation
To register a Section 8 company, you must:
- Have 2 directors and 2 members (or 3 directors and 7 members for a public Section 8 company).
- Appoint at least one resident director (182+ days in India during the previous financial year).
- Form the business only for charitable or non-profit purposes under Section 8.
- Use all profits to further the entity’s objects and not distribute dividends.
- Ensure the proposed directors are not disqualified under the Companies Act, 2013.
- Meet no minimum capital requirement.
Documents Required for Incorporating a Section 8 Company
Keep the following documents ready before starting the Section 8 company incorporation process:
| Document | Purpose |
| PAN of directors and subscribers | Identity verification (Indian nationals). |
| Identity and address proof | Aadhaar, Passport, Voter ID, or Driving Licence, along with a bank statement or utility bill not older than 2 months. |
| Passport-size photographs | KYC of directors and subscribers. |
| Digital Signature Certificate (DSC) | Class 3 DSC required to sign and file MCA forms online. |
| MOA (INC-13) and AOA | Define the entity’s objects and governance. |
| DIR-2 and DIR-8 | Director’s consent and declaration of non-disqualification. |
| Registered office proof (INC-22) | Utility bill, ownership proof or rent/lease agreement, and NOC (if applicable). |
| INC-14 | Declaration by a practising CA, CS, or CMA. |
| INC-15 | Undertaking by each promoter (subscriber) to comply with Section 8 — profits applied only to the objects, not distributed. Signed by all promoters. |
| INC-9 | Auto-generated declaration by subscribers and first directors (via SPICe+). |
| Estimated income and expenditure (3 years) | Supports the Section 8 licence application. |
Note: NRI and foreign subscribers/directors must submit notarized and apostilled (or consularized, where applicable) passport and address proof.
For a detailed list, refer to our guide on documents required for a Section 8 company.
How to Register a Section 8 Company in India? Step-by-Step Guide
Here is a clear, step-by-step breakdown of the procedure for the incorporation of a Section 8 company in India:
Step 1: Decide the Purpose and Objectives of the Business
Start by clearly defining the business’s charitable purpose. Under Section 8 of the Companies Act, 2013, the entity must promote non-profit objectives such as education, healthcare, social welfare, science, art, sports, environmental protection, or other public-interest activities.
Estimated Timeline: 1-2 working days
Step 2: Apply for Name Approval
Next, choose a name for the Section 8 company and seek approval from the MCA. The name should reflect the non-profit and charitable nature of the Section 8 and comply with the guidelines outlined in the Companies Act, 2013.
- Filing Mode: Submit the name through SPICe+ Part A on the MCA portal. Once approved, the reserved name remains valid for 20 days.
- Naming Rules: Avoid commercial terms such as “Solutions,” “Enterprises,” or “Industries.” Use words like “Foundation,” “Association,” “Forum,” “Trust,” or “Institute” instead.
- Approval Confirmation: The MCA usually approves the name within a few working days.
Estimated Timeline: 2-3 days
Tip: Use RegisterKaro’s free company name search tool to verify name availability and avoid conflicts with existing companies or trademarks before filing.
Step 3: Obtain DSC and DIN for Directors
A Digital Signature Certificate (DSC) and a Director Identification Number (DIN) are mandatory for the incorporation process of a Section 8 company.
- Obtain a Class 3 DSC for each proposed director so they can digitally sign the registration documents.
- Apply for up to 3 DINs through SPICe+ Part B during incorporation. If the business appoints additional directors who do not have a DIN, they must obtain one separately by filing Form DIR-3 after incorporation.
Estimated Timeline: 1-2 days
Note: Directors who already hold a valid DIN can use the same DIN, and no fresh application is required in that case.
Step 4: Draft the MOA and AOA
The Memorandum of Association (MOA) and Articles of Association (AOA) form the legal foundation of the Section 8 company. Both documents define how the business will operate and pursue its objectives.
- The MOA (prepared in Form INC-13) outlines the Section 8 company’s objectives, mission, and non-profit purpose.
- The AOA governs the internal structure, management, and operational rules.
Both documents must be signed by the subscribers and uploaded within the SPICe+ form.
Estimated Timeline: 2-3 days
Step 5: Prepare Declarations and Supporting Documents
Before filing for Section 8 Company incorporation, make sure all supporting documents are ready. This includes:
- Director declarations
- Professional certifications
- Registered office proof
- Estimated income and expenditure statement
Refer to the ‘Documents Required for Incorporating a Section 8 Company‘ section above for the complete list of documents and declarations.
Estimated Timeline: 2-3 days
Step 6: File SPICe+ Part B for Incorporation
Submit the complete incorporation application through SPICe+ Part B.
The filing includes:
- Incorporation application.
- Section 8 license application.
- e-MOA and e-AOA.
- Linked AGILE-PRO-S form for PAN, TAN, GST registration (if applicable), EPFO, ESIC, Professional Tax (where applicable), and bank account opening.
- All supporting declarations and attachments.
Verify every attachment carefully before submission to avoid MCA resubmissions.
Estimated Timeline: 3-5 days
Note: Form INC-12 is no longer required for new Section 8 company incorporation and applies only to existing companies seeking license approval.
Step 7: Receive the COI and Section 8 License
After verifying the application, the MCA issues the Certificate of Incorporation (COI) along with the Section 8 License. Introduced via the Companies (Incorporation) Sixth Amendment Rules, 2019, this integrated process allows the MCA to grant the Section 8 license at the time of incorporation itself.
COI confirms the legal existence of the entity and provides a unique Company Identification Number (CIN).
The Section 8 License authorizes the business to operate as a non-profit entity and grants the benefit of limited liability.
Estimated Timeline: 2-3 days
Note: The Section 8 microfinance company registration process is the same as a standard Section 8 incorporation; you simply include microfinance/financial-inclusion objects in the MOA. If your proposed lending activities require approval under RBI regulations, obtain that registration separately after incorporation. See our Section 8 Microfinance Company registration page for details.
Tip: Many applicants face rejection because their MOA objectives appear commercial rather than charitable. Ensure your objectives clearly align with Section 8 activities under the Companies Act, 2013.
Cost Breakdown for Section 8 Company Incorporation
The total cost of Section 8 company incorporation depends on the number of directors, applicable state stamp duty, documentation requirements, and professional fees. Here’s a detailed cost breakdown:
| Cost Component | Approximate Cost (₹) |
| DSC | 1,000–3,000 per director |
| MCA incorporation fees | Nil (up to ₹15 lakh authorized capital) |
| Stamp duty on MOA & AOA | Exempt to ₹2,500 (varies by state) |
| Notary and documentation | 200–1,000 |
| PAN & TAN | 150–300 |
Professional fees for drafting, SPICe+ filing, and Section 8 licence support vary by provider. For the complete cost, see our Section 8 company registration cost guide.
Key Points After Section 8 Company Incorporation: Post-Compliance
After incorporating your Section 8 company, complete these key compliances to remain legally compliant:
- Hold the first Board Meeting within 30 days of incorporation.
- Appoint the first statutory auditor within 30 days (or by the members if the Board does not appoint one).
- Issue share certificates to subscribers within 60 days of incorporation.
- Open a current bank account to receive funds, grants, and donations.
- Maintain books of accounts, statutory registers, and Board meeting records from the date of incorporation.
- Obtain 12AB, 80G, GST, FCRA, Professional Tax, or other registrations where applicable.
- File annual ROC returns and income tax returns within the prescribed due dates, even if the business has no income.
- Apply the Section 8 company’s income only towards its charitable objects and do not distribute dividends to members.
Common Mistakes to Avoid for Section 8 Incorporation Process
Avoid these common mistakes to prevent MCA objections, resubmissions, and compliance issues:
- Drafting ineligible objects: Clearly define charitable objects that qualify under Section 8 and avoid activities with a primarily commercial purpose.
- Choosing a conflicting business name: Check the MCA and IP India databases to ensure the proposed name is unique and complies with MCA naming guidelines.
- Submitting incomplete or inconsistent documents: Verify that the names, addresses, and other details match across all identity proofs, declarations, and MCA forms.
- Missing mandatory declarations or attachments: Review the SPICe+ application carefully and upload all required declarations and supporting documents before filing.
- Providing incorrect registered office proof: Submit a recent utility bill along with ownership proof or a rent agreement and the owner’s NOC, wherever applicable.
- Submitting incomplete financial estimates: Prepare a realistic three-year income and expenditure statement that aligns with the Section 8 company’s proposed charitable activities.
- Assuming tax exemptions are automatic: Apply separately for 12AB and 80G registration to claim eligible income tax benefits.
Need help? Our Section 8 company registration service handles everything: name approval, document preparation, SPICe+ filing, Section 8 licence approval, and post-incorporation guidance. Contact us today to incorporate your non-profit accurately.
