Who Is Eligible to Form a Section 8 Company in India?

Setting up a non-profit can be exciting, but the eligibility rules can be confusing. Many founders, individuals, and organizations often ask themselves who can form a Section 8 company. They want to know if they meet the legal requirements for registration.

Indian citizens and foreign nationals can form a Section 8 company, as long as at least one director is a resident of India. Hindu Undivided Families (HUFs), existing trusts, societies, NGOs, and corporate entities can also participate. All of these entities can set up a company to carry out charitable or social welfare activities. 

This guide breaks down the eligibility conditions and shows a clear path to start your non-profit efficiently.

What is a Section 8 Company?

A Section 8 company in India is a type of non-profit organization formed to promote social welfare, education, environmental protection, or other community-focused objectives. The concept was first introduced under the Companies Act, 1913, allowing organizations to operate for charitable purposes.

Under the Companies Act, 2013, Section 8 companies are regulated by the Ministry of Corporate Affairs (MCA). In contrast, trusts or societies are governed by the State Government.

To register a Section 8 company, certain eligibility requirements must be met:

• Any individual or member of a Hindu Undivided Family (HUF) can register.
  
• There should be at least two people ready to act as directors or shareholders.
  
• At least one director must be a resident of India.
  
• The main objective must focus on social welfare or charitable goals.
  
• Directors and employees may receive reasonable remuneration for services rendered, as approved in the AoA, but profits cannot be distributed. All earnings are used solely for the company’s objectives.

Section 8 company provides a formal legal framework to carry out non-profit activities effectively. Detailed information about eligibility and requirements is explained further in this article.

Section 8 Company Eligibility: Who Can Form It in India?

Before starting a non-profit, it’s crucial to know who is eligible to form a Section 8 company in India. This guide explains the different participants who can legally set up or be part of a Section 8 company. These include individuals, families, existing NGOs, corporate entities, and foreign contributors.

1. Individuals (Indian & Foreign Nationals)

Individuals can directly take part in forming a Section 8 company as directors or members.

• Indian citizens can form a Section 8 company as directors or members.
  
• Foreign nationals may also be appointed as directors or members, but at least one director must be a resident of India.

Example: An NGO promoting education can have 2 Indian directors and 1 foreign director.
This ensures compliance with Indian regulations while allowing international expertise.

2. Hindu Undivided Family (HUF)

HUFs can participate in a Section 8 company as members or subscribers.

• They can appear in the subscriber list of the Memorandum of Association (MoA) along with individual members.
  
• This allows families with charitable intentions to pool resources and participate in governance.

3. Existing Trusts, Societies, or NGOs (Conversion / New Formation)

Existing trusts or societies may convert into a Section 8 company or set up a new Section 8 entity.

• Conversion must comply with Rule 20 of the Companies (Incorporation) Rules, 2014.
  
• Conversion benefit: Improved governance, credibility, and easier access to CSR and institutional funding.
  
• Fresh registration benefit: Simpler compliance for new charitable projects.

Example: You may convert trust into a Section 8 company to improve transparency, governance, and access to funding.

4. Companies, Partnerships, and Corporate Entities

Corporate entities can act as members or benefactors of a Section 8 company.

• Companies, LLPs, and partnership firms can act as members, promoters, or benefactors of a Section 8 company.
  
• Many corporates set up Section 8 companies to carry out CSR activities in a structured and compliant manner.
  
• Such entities can also apply for CSR Registration (Form CSR-1), which is mandatory to receive CSR funds from eligible companies.
  
• This structure ensures proper governance, transparency, and compliant utilization of CSR funds.

5. Foreign Nationals / NRI / OCI

Foreign nationals, NRIs, or OCIs can be part of a Section 8 company with some conditions.

• At least one resident Indian director is mandatory.
  
• The Foreign Contribution (Regulation) Act (FCRA) regulates foreign funding. Organizations must obtain FCRA registration and follow its rules before using any foreign contributions.

Meeting Section 8 company eligibility ensures your non-profit operates legally and helps plan its structure and governance effectively.

Who Cannot Form a Section 8 Company?

Not everyone is eligible to form a Section 8 company. The law restricts certain individuals and entities to ensure the company complies with non-profit and charitable objectives under the Companies Act.

• The law prohibits forming Section 8 companies for political purposes or purely profit-driven/commercial ventures.
  
• Individuals below 18 years of age or of unsound mind cannot be directors or members.
  
• The law bars willful defaulters and individuals convicted of economic offenses, fraud, or regulatory violations.
  
• Companies already engaged in profit-making as the main objective cannot form a Section 8 company.
  
• Entities involved in illegal or prohibited activities are restricted.
  
• Certain professionals or corporate entities under regulatory limitations (e.g., banking/finance) may face restrictions.

These rules ensure Section 8 companies remain focused on charitable and social welfare objectives.

Section 8 Company Requirements: Minimum Statutory ROC Checks

Before starting a non-profit, it is important to know the Section 8 company requirements and the key checks the Registrar of Companies (RoC) performs. This guide explains the mandatory compliance areas and also clarifies who can form a Section 8 company.

1. Minimum Members & Directors

The RoC first verifies the company’s basic structure.

• A private Section 8 company requires at least 2 members and 2 directors.
• A public Section 8 company requires at least 7 members and 3 directors.
• Residency rule: At least one director must be a resident of India.
• The RoC reviews KYC documents and personal details of all members and directors to ensure compliance.

2. Objects of the Company

The company’s purpose must be clearly defined and non-commercial.

• MoA and AoA should state philanthropic or charitable objectives.
• Sample object lines:
  • “To promote education and vocational training for underprivileged children.”
  • “To provide healthcare services and awareness programs in rural areas.”

RoC ensures that the objectives align with social welfare and Section 8 norms.

3. No Profit Distribution / Personal Benefit Rule

The company cannot distribute profits to members or directors.

• Permitted:
  • Reasonable remuneration for services rendered.
  • Reimbursement of expenses incurred for company activities.
• RoC ensures all earnings are used solely for the company’s charitable objectives.

4. Professional Declaration & Compliance Documents

Certain declarations and forms are mandatory for approval.

• INC-14: Declaration from professionals confirming Section 8 compliance.
• Professional declaration: From an auditor, advocate, CA, or CS verifying non-profit objectives.

RoC checks that all documents are complete and signed digitally by authorized professionals.

Fulfilling these requirements ensures faster RoC approval and legal recognition as a Section 8 non-profit.

How to Register a Section 8 Company: Step-by-Step Process

Registering a non-profit is easy through the MCA portal. The Section 8 company registration in India process gives organizations legal recognition and allows them to start operations smoothly. Below is a simplified overview of the registration process.

• Obtain DSC for all proposed directors and apply for DIN through DIR-3.
  
• Reserve a suitable non-profit name via SPICe+ Part A on the MCA portal.
  
• Draft MOA and AOA (INC-13) defining charitable objectives and internal rules.
  
• File SPICe+ Part B for incorporation, DIN, PAN, TAN, and optional GST/EPFO/ESIC registration.
  
• Submit linked forms, including MOA, AOA, and AGILE-PRO-S (if applicable).
  
• ROC scrutinizes the application and issues the Section 8 License (INC-16).
  
• Receive the Certificate of Incorporation and commence operations legally.

Following these steps ensures a smooth process of Section 8 company registration and helps your non-profit meet all legal requirements for operation.

Documents Required for Section 8 Company Registration

To register a Section 8 company through the MCA portal, you need:

• Directors/Members: PAN card, identity proof (Aadhaar, Passport, Voter ID, or Driving License), address proof (bank statement or utility bill), and passport-size photographs.
  
• Registered Office: Address proof (utility bill), No Objection Certificate (NOC) from the property owner, and rent agreement if rented.
  
• Other Documents: Digital Signature Certificate (DSC) for at least one director, drafted Memorandum of Association (MOA – Form INC-13), and Articles of Association (AOA).

Having these documents for the Section 8 company ready ensures smooth compliance and a stress-free registration process.

Forms Required for Section 8 Company Registration in India

Registering a Section 8 company in India is simple and fully online through the Ministry of Corporate Affairs (MCA) portal. Most of the process is handled through one main form, along with a few linked forms. These forms ensure compliance with Section 8 Company requirements.

Form Name / Number	Purpose of the Form	Key Details
SPICe+ (Part A)	Name Reservation	Used to apply for and reserve a unique name for the company. The name must reflect its non-profit objectives and comply with Rule 8 of the Companies (Incorporation) Rules, 2014.
SPICe+ (Part B)	Company Incorporation	Main application for incorporation. It also includes applications for DIN, PAN, and TAN.
e-MoA (INC-33)	Memorandum of Association	Defines the company’s charitable objectives and must be prepared electronically as per Form INC-13.
e-AoA (INC-34)	Articles of Association	Outlines internal rules, governance, and regulations of the company.
AGILE-PRO-S (INC-35)	Linked Registrations	Required for GSTIN, EPFO, ESIC, Professional Tax, and opening a company bank account.
INC-9	Declaration	Auto-generated declaration by all subscribers and directors confirming compliance with company law. Submitted as part of SPICe+.

Filling these forms correctly ensures smooth registration and compliance, helping those who meet Section 8 company eligibility to successfully set up a legally recognized non-profit.

Why Some Prefer Trusts or Societies?

In some cases, organizations choose to register as a trust or society instead of a Section 8 company. Trusts and societies generally involve simpler compliance, lower administrative costs, and fewer regulatory requirements. Groups focusing on local charitable work or community projects may find it easier to manage a trust or society. On the other hand, Section 8 companies offer stronger governance and credibility but are subject to stricter scrutiny by the MCA.

Common Misconceptions

There are a few misunderstandings about what Section 8 companies can or cannot do. The company cannot distribute profits or dividends to directors, members, or subscribers, but it can pay staff reasonable salaries and reimburse their expenses. This ensures operational efficiency while still adhering to the non-profit nature of the organization.

Awareness of these restrictions helps founders and NGOs choose the right non-profit structure and meet Section 8 company eligibility requirements.

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