Section 8 Company Registration in Haryana

A Section 8 Company is a non-profit organization established to promote charitable objectives. It is licensed under Section 8 of the Companies Act, 2013, by the Registrar of Companies (ROC), on behalf of MCA. Section 8 Companies promote objectives in the areas of charity, including education, science, art, sports, social welfare, research, environmental protection, or other similar objectives.

Unlike regular companies, a Section 8 Company in India is designed for non-profit purposes. Its main features include:

• No Profit Distribution: All profits are reinvested to support charitable or social objectives.
• Limited Liability: Members are protected from personal liability for the company’s debts.
• Separate Legal Identity: The company can own property, enter into contracts, and manage funds in its own name.
• Perpetual Succession: The company continues to exist even if membership changes over time.
• No Minimum Capital Requirement: There is no fixed capital needed to register, making it easier to start operations.
• Distinctive Naming: Instead of "Ltd." or "Pvt. Ltd.", names often include “Foundation,” “Association,” “Forum,” or “Council” to reflect the non-profit nature.

Section 8 Company structure is powerful and credible for organizations in Haryana seeking CSR funding, government grants, and international donations.

In India, non-profits can be registered as a Trust, Society, or Section 8 Company. Unlike societies, which are governed by state laws such as the Haryana Registration and Regulation of Societies Act, 2012, Section 8 Companies are governed uniformly across India. Section 8 companies are considered the most suitable option for organizations in Haryana.

Haryana, as a major economic and industrial hub, provides a supportive environment for non-profit organizations. Registering a Section 8 Company in the state enhances credibility and provides access to resources, networks, and multiple funding opportunities.

1. Credibility & Donor Trust: Section 8 Companies in Haryana are regulated by the MCA and Registrar of Companies (ROC), Haryana. This ensures legal recognition and builds trust among CSR contributors, government agencies, and international donors.
2. Government & CSR Support: Haryana hosts several CSR-rich industries in the IT, automobile, and manufacturing sectors. Being registered as a Section 8 Company makes it easier to tap into CSR funds from corporates and access government grants.
3. Professional Ecosystem: Haryana has a strong base of lawyers, chartered accountants, and consultants experienced in handling Section 8 compliances, helping your organization operate smoothly.
4. Tax Benefits: Non-profits in Haryana can apply for Section 12AB and 80G registration, enabling income tax exemptions and allowing donors to claim deductions, making fundraising more effective.
5. Addressing Local Needs: Haryana faces diverse challenges, from urban poverty and slums to education gaps, environmental issues, and healthcare access. Registering as a Section 8 Company provides a legal framework to address these issues while maintaining credibility.
6. Foreign Funding (FCRA): NGOs registered as Section 8 Companies in Haryana often find it easier to obtain FCRA registration, allowing them to receive foreign donations due to higher credibility. The approval is granted subject to compliance with the conditions laid down under the Foreign Contribution (Regulation) Act, 2010.
7. Funding Options: Section 8 Companies in Haryana can apply for:

• • CSR funds from corporates in Haryana
  • Government grants under the central or Haryana state schemes
  • Foreign donations through FCRA registration

To register a Section 8 company in Haryana, you must fulfill certain structural and documentation requirements. The basic eligibility criteria are:

1. Core Requirements

• Minimum Two Directors: A Section 8 Company requires at least two directors. If incorporated as a public limited company, it must have at least three directors. At least one director must have resided in India for 182 days or more in the previous financial year.
• Minimum Two Members: The company must have a minimum of two members/subscribers. The same individuals can act as both members and directors. (As per law, a Public Section 8 Company requires a minimum of 3 directors and 7 members.)
• Unique Company Name: The proposed name must be distinctive, not resemble any existing company or trademark, and reflect the non-profit or charitable objectives of the organization.
• Clear Non-Profit Objectives: The Memorandum and Articles of Association should explicitly outline the company’s charitable or non-profit purpose.
• Registered Office in Haryana: A valid physical address in Haryana must be provided as the registered office. (It can initially be registered with a temporary correspondence address; final proof must be submitted within 30 days of incorporation.)

2. Mandatory Prerequisites

• Basic KYC Documents: All directors and members must submit valid identity and address proofs, such as PAN Card and Aadhaar Card.
• Digital Signature Certificate (DSC): Every director must obtain a DSC for digitally signing forms and documents during the online registration with the Ministry of Corporate Affairs (MCA).
• Director Identification Number (DIN): Each proposed director is required to have a Director Identification Number (DIN), a unique 8-digit number issued by the Central Government. This is obtained as part of the SPICe Form (INC-32) during incorporation.

If you are planning to set up a Section 8 company in Haryana, you need to prepare and submit certain documents to complete the registration process through the MCA portal (mca.gov.in). Below is a detailed checklist:

1. From Directors/Members

• PAN Card (mandatory for Indian nationals).
• Identity Proof (Aadhaar Card, Voter ID, Passport, or Driving License).
• Address Proof (recent bank statement, utility bill, etc.).
• Passport-size photographs of all members and directors.

2. For the Registered Office in Haryana

• Address Proof (recent utility bill, such as electricity or telephone bill).
• No Objection Certificate (NOC) from the property owner.
• Rent Agreement (if the premises are on rent).

3. Other Mandatory Documents

• DSC for at least one director to sign forms online.
• Drafted Memorandum of Association (MOA) in Form INC-13, clearly stating non-profit objectives.
• Drafted Articles of Association (AOA) defining the rules and regulations of the company.

The process is done completely online through the MCA (Ministry of Corporate Affairs) portal. Below is a simple step-by-step process you can follow:

Pre-Registration Checklist for Section 8 Company Registration in Haryana

Before you begin the registration process, it’s important to ensure that all the required documents, approvals, and details are ready. This helps avoid delays and makes the incorporation process smoother.

1. Get DSC & DIN: The first step is to get a DSC for the proposed directors, which is used for signing documents online. Each director also needs a DIN, an eight-digit number issued by MCA for anyone who wishes to act as a director. DIN is allotted through SPICe+ Part B if not available; existing DIN holders need not reapply.
2. Reserve Company Name (SPICe+ Part A): Apply for the name of your company through the SPICe+  Part A form on the MCA portal. The name must be unique and must clearly show the charitable or social purpose of your company. You can check the name availability using our company name check tool to ensure distinctness.
3. Draft MOA & AOA: Prepare the Memorandum of Association (MOA – Form INC-13) and Articles of Association (AOA). These documents explain the company’s goals and how it will function.
4. File Incorporation Form (SPICe+ Part B): Submit the main incorporation application using SPICe+ Part B on the MCA portal. This single form covers:
   • Company Incorporation
   • DIN allotment
   • PAN and TAN application
   • GST Registration (optional)
   • EPFO Registration
   • ESIC Registration (if required)
5. Upload Linked Forms: Attach and upload the signed MOA, AOA, and AGILE-PRO-S form (for GST, EPFO, and ESIC) on the MCA portal.
6. Scrutiny by ROC (Registrar of Companies, Haryana): The ROC in Haryana will carefully check the documents. If all details are correct, they will issue a license in Form INC-16. This license allows the company to operate as a non-profit.
7. Get the Certificate of Incorporation: Finally, after the license is approved, the ROC issues the Certificate of Incorporation (Form INC-11). This is the legal proof that your Section 8 company in Haryana is officially registered. The process usually takes around 15-30 working days, depending on document accuracy and approvals.

The license remains valid as long as the company complies with the Companies Act, 2013, and relevant Income Tax rules.

Once your Section 8 company in Haryana is registered, it is important to follow the necessary compliances to maintain its non-profit status and avoid penalties. Below is a simplified checklist in table format that highlights the key compliance areas, timelines, and forms:

Note: Section 8 Companies are generally exempt from filing Form INC-20A, since they do not have share capital in the traditional sense. If incorporated with share capital, Form INC-20A may apply.

The total cost for Section 8 Company registration in Haryana includes government fees and professional service charges. The final amount depends on the number of directors, stamp duty in Haryana, and the level of professional support chosen.

Here’s a simple breakup of the fees required:

Non-profits in Haryana can be registered as a Trust, Society, or Section 8 Company. Each option has its own legal framework, advantages, and limitations. The table below highlights the key differences:

Note: Assets can only be transferred to another registered non-profit and not to individual members.

DDY Fact: To claim tax exemptions under Sections 12AB and 80G of the Income Tax Act, a Section 8 company must file a separate application after incorporation.

A Section 8 Company in Haryana follows a proper corporate structure under the Companies Act, 2013, and is managed by a Board of Directors.

• A Trust is managed according to its Trust Deed and is run by the appointed Trustees under the Indian Trusts Act, 1882 (or relevant state trust laws).
• A Society is governed by its Governing Body and is registered under the Haryana Registration and Regulation of Societies Act, 2012, which is based on the Societies Registration Act, 1860.

Compliance Requirements

Section 8 Companies in Haryana have stricter compliance rules compared to Trusts and Societies. These include:

• Mandatory annual filings with the Ministry of Corporate Affairs (MCA) for transparency.
• Trusts and Societies follow fewer compliances, mostly based on state-level laws and their founding documents, but they do not provide the same level of public accountability.

For Section 8 Companies, maintaining both legal and financial compliance is essential to retain non-profit status and enjoy tax exemptions. In Haryana, these compliances are mainly guided by the Companies Act, 2013, and the Income Tax Act, 1961.

Regular Reporting to the Ministry of Corporate Affairs (MCA)

To stay compliant, a Section 8 Company in Haryana must follow these reporting requirements:

• Annual General Meeting (AGM): Must be held within six months of the end of the financial year. The first AGM can be held within nine months of the first financial year’s end.
• Filing of Financial Statements (Form AOC-4): Within 30 days of the AGM, audited financial statements, like the balance sheet and profit & loss account, must be filed with the ROC Haryana.
• Filing of Annual Return (Form MGT-7): Within 60 days of the AGM, details of management, members, and activities must be submitted.
• Appointment of Auditors: A statutory auditor must be appointed within 30 days of incorporation by filing Form ADT-1. The appointment is valid for 5 years and must be confirmed at every AGM.

Income Tax Filings and Local Regulations in Haryana

To claim tax exemptions and follow income tax rules, Section 8 Companies in Haryana must:

• File Income Tax Return (ITR): Every year in Form ITR-7. The due date is usually October 31st for audited companies.
• Obtain Section 12A and 80G Registration: Needed to get income tax exemption and allow donors to claim deductions.
• Maintain Statutory Records: The registered office in Haryana must keep statutory registers like the Register of Directors, Register of Members, and minutes of board meetings.

Maintaining Statutory Records

Good record-keeping ensures compliance and transparency. Key requirements include:

• Board Meetings: At least four board meetings every year, with not more than 120 days between two meetings. Minutes must be recorded and stored at the registered office.
• Statutory Registers: Mandatory registers with details of members, directors, and any charges must be maintained.
• Books of Accounts: Proper books must be maintained at the registered office in Haryana, covering income and expenses. These accounts must be audited annually by a Chartered Accountant.