The Section 8 company incorporation process in India is a 7-step online procedure managed through the Ministry of Corporate Affairs (MCA). Promoters apply via the SPICe+ form, which combines name reservation, Section 8 license approval (Rules 19 & 20 of the Companies (Incorporation) Rules, 2014), incorporation, PAN, TAN, GST, EPFO, and ESIC into a single integrated filing. Once verified, the MCA issues a Certificate of Incorporation (COI) along with a Section 8 License, formally recognising the entity as a non-profit under the Companies Act, 2013. The end-to-end process takes 15–20 working days and costs ₹9,000–₹30,000.
At a Glance:
- Governing Law: Section 8, Companies Act, 2013 + Rules 19 & 20
- Regulator: MCA / Registrar of Companies (ROC)
- Filing Form: SPICe+ (INC-32) with linked AGILE-PRO and INC-13/14/15
- Minimum Directors: 2 (private) / 3 (public) — at least one Indian resident
- Timeline: 15–20 working days
- Cost: ₹9,000 – ₹30,000
Section 8 companies have become India’s most trusted vehicle for non-profits because they operate under a single national law rather than fragmented state regulations. This delivers stronger donor confidence, easier access to CSR partnerships, and tax advantages that trusts and societies often struggle to secure on their own.
Both Indian citizens and foreign nationals can register a Section 8 company, provided at least one director is a resident of India. Hindu Undivided Families (HUFs), existing trusts, societies, NGOs, and corporate entities can also act as subscribers — making it one of the most flexible non-profit structures available in India today. If you are still evaluating between options, compare it with Trust Registration and Society Registration before deciding.
What is a Section 8 Company?
A Section 8 company is a non-profit organisation created under the Companies Act, 2013. Its primary goal is to promote charitable objectives that benefit society. Common objectives include:
- Education and literacy
- Social welfare and poverty relief
- Art, science, culture, or sports
- Environmental protection
- Religion and research
Unlike trusts and societies, which are governed by state-specific laws, a Section 8 company operates under a single, uniform national law. This ensures stricter regulation, greater transparency, and stronger accountability. As a result, it is widely recognized as a credible structure for non-profit organizations in India and abroad.
For example, Teach For India works to improve education across the country, while Selco India delivers solar energy solutions to underserved communities. Both reinvest their surplus solely into their causes. In addition, the MCA notification G.S.R. 466(E) dated June 5, 2015, provides specific exemptions for Section 8 companies from certain Companies Act provisions, which reduces their compliance burden.
Note: Existing organisations can convert a trust into a Section 8 company to expand operations, access CSR and foreign funding, and gain the advantages of a national-level legal structure.
Why Choose a Section 8 Company Over a Trust or Society?
| Parameter | Section 8 Company | Trust | Society |
|---|---|---|---|
| Governing Law | Companies Act, 2013 (national) | Indian Trusts Act, 1882 (state) | Societies Registration Act, 1860 (state) |
| Regulator | MCA / ROC | Registrar of Trusts | Registrar of Societies |
| Minimum Members | 2 directors + 2 shareholders | 2 trustees | 7 members |
| Recognition | Pan-India + International | State-level | State-level |
| Compliance Rigor | High & uniform | Low | Moderate |
| CSR Funding Eligibility | Yes (with CSR-1) | Limited | Limited |
| FCRA Eligibility | Yes | Yes | Yes |
| Tax Exemptions | Yes (12A & 80G) | Yes (12A & 80G) | Yes (12A & 80G) |
Eligibility for the Section 8 Company Registration Process
Here are the key eligibility criteria for the registration process of a Section 8 company:
- Minimum Directors and Shareholders: The company must have at least two directors and two shareholders (members) for a private limited Section 8 company, and at least three directors for a public limited one.
- Resident Director Requirement: At least one director must be a resident of India. A resident is defined as someone who has stayed in India for at least 182 days during the preceding financial year.
- Purpose of the Company: The entity must be formed exclusively for charitable or non-profit purposes, such as promoting education, social welfare, sports, or supporting lower-income groups.
- Profit Distribution Restriction: No profits can be distributed among members or directors, directly or indirectly. All surplus funds must be reinvested to further the company’s objectives.
- Name Reflecting Charitable Intent: The proposed name should clearly indicate the non-profit nature of the company and should not suggest any commercial or profit-oriented activity.
- Director Eligibility: All proposed directors must be legally eligible and should not be disqualified under the Companies Act, 2013.
- Section 8 License Requirement: The promoters must obtain a License under Section 8 of the Companies Act, 2013, from the Central Government through the Registrar of Companies (ROC) before the company can be incorporated.
Once these criteria are met, individuals and groups can move on to the actual procedure for the Section 8 company registration.
Documents Required for Incorporating a Section 8 Company
The procedure for Section 8 company incorporation requires a specific set of documents to comply with MCA and SPICe+ guidelines. Here is the complete list:
| # | Document | Purpose |
|---|---|---|
| 1 | PAN of subscribers | Identity verification of all Indian directors and subscribers |
| 2 | MOA (Form INC-13) and AOA | Define objectives and governance rules; filed via SPICe+ |
| 3 | Identity & address proof | Aadhaar/Passport/Voter ID/DL + bank statement or utility bill (not older than 2 months) |
| 4 | Digital Signature Certificate (DSC) | Required for online filing on the MCA portal |
| 5 | Consent to act as director (DIR-2) | Written consent from each proposed director |
| 6 | Declaration of non-disqualification (DIR-8) | Confirms directors are not disqualified |
| 7 | Registered office proof (INC-22) | Ownership document or rent agreement |
| 8 | No Objection Certificate (NOC) | From the property owner permitting the use of the premises |
| 9 | Subscriber declaration (INC-15) | Each subscriber confirms compliance with Section 8 |
| 10 | Auto-generated declaration (INC-9) | Generated by SPICe+, signed digitally during filing |
| 11 | CA/CS/CMA declaration (INC-14) | Certifies compliance with Section 8 provisions |
| 12 | Projected financial statements | Estimated income & expenditure for the next 3 years |
| 13 | Section 8 license application (INC-12) | Brief description of proposed charitable activities |
Once submitted through SPICe+, the ROC will process the application and issue the COI and Section 8 license upon approval.
For a detailed list, refer to our guide on documents required for a Section 8 company.
Procedure to Incorporate a Section 8 Company in India: Step-by-Step Guide
Here is a clear, step-by-step breakdown of the registration process of a Section 8 company:
Step 1: Decide the Purpose and Objectives of the Company
The MCA approves only those entities that work toward genuine non-profit causes. A well-defined purpose also makes drafting the MOA and AOA much easier.
- Non-Commercial Focus: Objectives must support causes such as education, social welfare, art, science, or environmental protection.
- MCA Compliance: A clear purpose helps confirm that the company follows the principles of a Section 8 entity.
Estimated Timeline: 2-3 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 company and comply with the guidelines outlined in the Companies Act, 2013.
- Filing Mode: Submit the name through the RUN service or SPICe+ Part A on the MCA portal.
- 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
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 DSC for each proposed director so they can digitally sign the registration documents.
- For new companies, the DIN is auto-allotted through SPICe+ Part B during incorporation. A separate DIN application is no longer required unless the director is joining an existing company.
Estimated Timeline: 1-2 days
Step 4: Draft the MOA and AOA (INC-13)
The Memorandum of Association (MOA) and Articles of Association (AOA) form the legal foundation of the company. Both documents define how the company will operate and pursue its objectives.
- The MOA outlines the 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. The INC-13 format is now integrated into the SPICe+ filing process.
Estimated Timeline: 2-3 days
Step 5: Prepare Declarations and Supporting Documents
Before filing for incorporation, make sure all supporting documents are ready:
- Form INC-14: Declaration from a practising Chartered Accountant.
- Form INC-15: Declaration from each applicant.
- Projected Financials: Estimated income and expenditure for the next 3 years.
- Registered Office Proof: Utility bills, a No Objection Certificate (NOC) if the premises are rented, and address proof.
- Director’s Proof: Identity and address proof for all directors.
These documents validate the intent and operational framework of the company and help smooth the registration process.
Estimated Timeline: 2-3 days
Step 6: File SPICe+ for Incorporation and License
The SPICe+ form combines incorporation and Section 8 license approval into a single filing. This integrated process saves time and removes the earlier requirement of filing INC-12 separately.
- Linked Forms: SPICe+ also integrates AGILE-PRO for PAN, TAN, GST, EPFO, and ESIC registrations.
- Unified Filing: Since the Companies (Incorporation) Sixth Amendment Rules, 2019, the MCA issues the Section 8 license along with the Certificate of Incorporation.
Estimated Timeline: 3-4 days
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. COI confirms the legal existence of the company and provides a unique Company Identification Number (CIN). Section 8 License authorizes the company to operate as a non-profit entity and grants the benefit of limited liability.
Estimated Timeline: 2-3 days
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
| Cost Component | Approximate Range (₹) |
|---|---|
| Name reservation (RUN/SPICe+ Part A) | 1,000 |
| DSC for 2 directors | 2,000 – 3,000 |
| Stamp duty on MOA & AOA (state-dependent) | 1,000 – 5,000 |
| MCA filing fees (capital-based) | 0 – 2,000 |
| INC-12 / Section 8 license fees | 2,000 |
| Notary, NOC, and documentation | 500 – 1,500 |
| Professional fees (optional) | 5,000 – 15,000 |
| Total estimated cost | ₹9,000 – ₹30,000 |
Note: Section 8 companies are exempt from minimum paid-up capital requirements.
Section 8 Company Incorporation Timeline at a Glance
| Stage | Activity | Working Days |
|---|---|---|
| 1 | Define purpose, objectives & MOA structure | 2–3 |
| 2 | Name approval (SPICe+ Part A / RUN) | 2–3 |
| 3 | DSC issuance + DIN allotment via SPICe+ | 1–2 |
| 4 | Draft MOA (INC-13) and AOA | 2–3 |
| 5 | Prepare INC-14, INC-15, INC-9, projected financials | 2–3 |
| 6 | File SPICe+ + AGILE-PRO + linked forms | 3–4 |
| 7 | Receive COI + Section 8 License | 2–3 |
| Total | End-to-end | 15–20 days |
Key Points to Remember After Incorporation
Completing the section 8 company registration process is only the beginning. Post-incorporation compliance is equally important to maintain the company’s legal standing. A few important activities include:
- Applying for PAN and TAN
- Opening a dedicated company bank account
- Maintaining statutory registers and books of accounts
- Filing annual returns and financial statements with the MCA
- Conducting regular board meetings
- Complying with income tax and, where applicable, GST rules
Non-compliance with these requirements can lead to heavy penalties or even revocation of the Section 8 license.
Common Mistakes to Avoid During Section 8 Incorporation
- Missing the 30-day window to open a bank account post-incorporation.
- MOA objectives that look commercial — the most common cause of rejection.
- Choosing a name with restricted words (Solutions, Enterprises, Industries).
- Using a residential address without a proper NOC from the owner.
- Skipping projected financial statements — these are mandatory.
- Mismatched documents between SPICe+ and supporting attachments.
- Incorrect or expired DSCs — lead to e-form rejection.
Special Case: Section 8 Microfinance Company Registration Process
Section 8 companies are also a popular vehicle for microfinance because they avoid the heavy capital requirements of NBFC-MFIs while still allowing credit-linked livelihood support. The Section 8 microfinance company registration process follows the same SPICe+ procedure, with two important caveats:
- Loan limits: Cannot extend loans beyond ₹50,000 per individual (₹1,25,000 for housing) without converting to an NBFC-MFI.
- No deposit acceptance: Section 8 microfinance companies cannot accept public deposits.
If you are planning to start a non-profit and want to complete the Section 8 company registration, RegisterKaro can guide you at every step. Our team handles everything from name approval and document drafting to SPICe+ filing and post-incorporation compliance. Contact us today to incorporate your Section 8 company quickly, accurately, and with complete legal confidence!
