Section 8 Company Registration Online in India

Registering as a Section 8 company provides a strong foundation for non-profits, offering the following legal and financial benefits:

• Greater Credibility: Registration gives the organization a formal legal structure, which can strengthen its credibility with donors, government agencies, corporate partners, and grant providers.
• Tax Exemptions: Eligible for crucial tax benefits, such as exemption on income applied towards charitable objectives, tax deductions on eligible donations, and reduced tax liability on qualifying charitable activities, under Section 332 (tax exemption on income) and Section 354 (donors can claim tax deductions) of the Income Tax Act.
• No Minimum Capital: There is no prescribed minimum paid-up share capital requirement for the incorporation of a Section 8 company. This allows individuals, entrepreneurs, and organizations to establish a non-profit entity with minimal initial investment and focus their resources on achieving charitable objectives.
• Lower Stamp Duty: In most states, including Delhi, Maharashtra, Karnataka, Tamil Nadu, and Gujarat, stamp duty on the MOA and AOA of a Section 8 company is nil. States such as Andhra Pradesh, Telangana, Kerala, Rajasthan, and Odisha still levy it.
• Access to CSR Funding and Grants: Its formal legal structure makes a Section 8 company eligible to seek CSR funding, institutional grants, and other financial support, subject to the relevant eligibility and compliance requirements.
• FCRA Eligibility: An eligible Section 8 company can apply for FCRA registration or prior permission to receive foreign contributions, subject to applicable conditions.

Compliance Relaxations for Section 8 Companies

The Companies Act, 2013 relaxes several governance and meeting requirements for Section 8 companies. These relaxations make a Section 8 company easier to run than a regular company of the same size.

The table below highlights these relaxations against regular company requirements:

Note: These relaxations apply only if the Section 8 company has not defaulted in filing its financial statements (AOC-4) or annual return (MGT-7). A company that falls behind on these filings loses the relaxations until it catches up.

Most Section 8 companies also don’t need a full-time company secretary. Under Rule 8A, the requirement applies only once paid-up capital reaches ₹10 crore.

Disadvantages of Section 8 Company Registration

While a Section 8 company offers many benefits, it also comes with certain disadvantages that require careful attention, such as:

• Ongoing Compliance:These companies must file annual returns, financial statements, and tax filings every year, even with no activity. The meeting and governance relaxations apply only while these filings are up to date.
• Mandatory Annual Audit: A Section 8 company must undergo a statutory audit every financial year, regardless of its turnover.
• Complex Incorporation Process: The MCA scrutinizes Section 8 license applications more closely than ordinary company incorporation applications.
• No Profit Distribution: Members cannot receive any profits, which are to be reinvested into the company's objectives. This is a major drawback for those seeking personal financial returns.
• Revocable License: The Central Government holds the power to revoke the license if the company is found to be working against its stated objectives or violating legal provisions.
• No Personal Member Benefits: Members can hold shares, but they receive no dividends or other share of the company’s profits. Their benefit lies in advancing the cause, not in financial returns.

Founders should settle these points before filing the Section 8 Company registration application:

• Choose a private or public Section 8 company, based on the expected number of members.
• Choose whether the company is limited by shares or by guarantee.
• Fix the main objects and list the activities under each one.
• Shortlist two names that reflect the objects.
• Prepare an estimate of income and expenditure for the next three years.
• Arrange registered office proof: a recent utility bill, plus a rent agreement and the owner's NOC if the premises are rented.
• Confirm that at least one director has stayed in India for 182 days or more during the financial year, applied proportionately in the year of incorporation.
• Plan the funding route: domestic donations (Section 354 approval) or CSR funds (Form CSR-1, after Section 332 and 354 registration).

To begin the Section 8 company registration process, founders must meet the following basic eligibility requirements:

1. Core Requirements

• A Section 8 company requires a minimum of two directors. If incorporated as a public limited Section 8 company, it requires a minimum of three directors. At least one director must stay in India for 182 days or more during the financial year, as required under Section 149(3) of the Companies Act, 2013. For a newly incorporated company, this requirement applies proportionately during its first financial year.
• The company must have at least 2 members/subscribers to get started. The members and directors can be the same people.
• The proposed name must be unique and cannot be similar to any existing company or trademark. It should reflect the business’s social objectives.
• The company's founding documents (the Memorandum and Articles of Association) must clearly state its charitable or non-profit goals.
• The company must have a valid registered office address in India and submit the required address proof.

2. Mandatory Prerequisites

• All proposed directors and members must provide their identity and address proofs (PAN Card and Aadhaar).
• All proposed directors must obtain a Digital Signature Certificate (DSC) to sign e-forms and documents electronically during the online registration process.
• Every proposed director needs a Director Identification Number (DIN), a unique 8-digit number allotted by the Central Government. It is mandatory for anyone intending to be a director in an Indian company. SPICe+ Part B can allot DINs to up to 3 proposed directors, while additional directors must apply through Form DIR-3.
• Proposed directors must not be disqualified under Section 164 of the Companies Act, 2013.
• A practicing advocate, Chartered Accountant, Cost Accountant, or Company Secretary must declare that the MOA and AOA conform to Section 8.
• NRIs and foreign nationals may become directors, subject to applicable laws. A valid passport is mandatory, and documents issued or executed abroad may require notarization, apostille, or consularization.

Here is a complete checklist of documents required for incorporation of a Section 8 Company via the MCA portal:

• 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 not older than 2 months).
  • Passport-size photographs.
  • Class 3 DSC for every proposed director and subscriber.

For Foreign Directors or Subscribers

• Passport as identity proof for NRIs and foreign nationals.
• Overseas address proof, like recent address documents issued outside India.

Note: Foreign documents may require notarization, apostille, or consularization, depending on the country of issue and applicable requirements.

• For the Registered Office:

• • • Address Proof (Recent utility bill, like an electricity or telephone bill, not older than 2 months).
    • No Objection Certificate (NOC) from the property owner.
    • Rent Agreement (if the premises are rented).

• Other Documents:

• • Drafted Memorandum of Association (MOA) in Form INC-13.
  • Drafted Articles of Association (AOA).
  • A projected statement for the next 3 years, outlining the company’s planned activities, income, and expenses.

Here are the steps for incorporation of a Section 8 company, fully online through the MCA portal (mca.gov.in). The complete Section 8 company registration process is:

Step 1. Get DSC & DIN

Obtain a Class 3 DSC for all proposed directors from licensed Certifying Authorities like eMudhra and Sify. It is required to sign forms and documents electronically on the MCA portal. SPICe+ allots DINs to up to three proposed directors, so no separate DIN application is needed for them.

Step 2. Section 8 Company Name Approval (SPICe+ Part A)

Apply for name approval using SPICe+ Part A on the MCA portal. Once approved, the name remains reserved for 20 days.

Before applying, use RegisterKaro's Section 8 company name search tool or conduct a search on the MCA portal to check availability and avoid rejection.

Name Guidelines:

• The name must clearly reflect the company's charitable or non-profit objectives.
• It must comply with MCA naming rules under Rule 8 of the Companies (Incorporation) Rules, 2014.
• Permitted suffixes include: Foundation, Forum, Association, Federation, Chambers, Council, Electoral Trust, etc.

Note: You may propose up to 2 names when filing Part A separately. If you file Part A and Part B together, you may propose only 1 name.

Step 3. Draft MOA & AOA

Prepare the Memorandum of Association (MOA) in Form INC-13, a format prescribed specifically for non-profit objects under the Companies (Incorporation) Rules, 2014. The MOA must clearly state the company’s charitable objectives and restrictions on profit distribution.

Prepare the Articles of Association (AOA) in Form INC-31, the format prescribed for Section 8 companies. The AOA must define the company’s internal governance and management rules.

A practicing advocate, Chartered Accountant, Cost Accountant, or Company Secretary declares in SPICe+ that the MOA and AOA conform to Section 8 and its rules. Each applicant also makes a declaration in the same filing. Separate Forms INC-14 and INC-15 were discontinued in 2023.

Step 4: File Incorporation (SPICe+ Part B) and Other Forms

Complete the main Section 8 company registration on the MCA portal using SPICe+ Part B (Form INC-32). This single form integrates applications for:

• Company Incorporation
• DIN allotment
• Section 8 license
• PAN and TAN for the company
• GST Registration (optional)
• EPFO Registration
• ESIC Registration (if applicable)

A separate Form INC-12 application is no longer required for a fresh Section 8 incorporation.

Moreover, upload the applicable linked forms, including the prescribed AOA, AGILE-PRO-S, and supporting documents. The MCA process also includes the required declarations by subscribers, directors, and the practising professional.

Step 5. ROC Review, License Approval, and Certificate Issuance

Once all forms and documents are submitted, the Registrar of Companies will review the application and documents. If everything is in order, the ROC will grant the license in Form INC-16 and the Certificate of Incorporation in Form INC-11. The Section 8 license application is mandatory for the company to operate as a non-profit entity.

Section 8 License for New and Existing Companies

A Section 8 license authorizes a company to operate as a non-profit without adding “Limited” or “Private Limited” to its name. The applicable rules, application forms, and license forms differ for new companies and existing companies converting to Section 8 status, as shown below:

For a new company, the ROC issues the license along with the Certificate of Incorporation, so a separate INC-12 application is not required.

An existing company applies for conversion in Form INC-12 with its e-MOA and e-AOA. The process also involves these public notice requirements:

1. Publish a notice: Under Rule 20(3), the company must publish a notice in Form INC-26 within one week of applying, at its own expense. The notice must appear in one English newspaper and one vernacular newspaper circulating in the district where the company has its registered office. The company must also send a copy to the Registrar.
2. Allow time for objections: Under Rule 20(5), the Registrar considers objections received within 30 days of the notice, along with the company's financial statements for the preceding two financial years, before deciding on the application.

Once the Registrar approves the application, it issues the Section 8 license in Form INC-17.

Note: Both routes carry the same conditions: the company must apply its income towards its stated objectives and cannot distribute dividends to its members.

The entire procedure of Section 8 company registration generally takes 10–15 working days after submitting complete and accurate documents.

The timeline may vary if the MCA requests additional information, rejects the proposed name, or identifies errors in the application or supporting documents.

Validity of Section 8 Company Registration

A Section 8 company has perpetual succession and does not require renewal of its Certificate of Incorporation. However, it must continue to meet its charitable objectives and comply with the Companies Act, 2013. The Central Government may revoke its Section 8 license under Section 8(6) for non-compliance or fraudulent conduct.

Renewal of Section 8 Company and Related Registrations

The Section 8 company itself does not require renewal. However, the company must renew or convert its linked registrations within the applicable deadlines. It must also complete annual filings, maintain proper accounts, and follow ongoing legal and tax requirements.

While the Section 8 Company registration remains valid, related tax and regulatory registrations have separate validity periods:

The total Section 8 Company registration costs are a combination of government charges and professional service costs. The overall charge can vary based on the complexity of the application and the state of registration.

Here are the pricing details to incorporate a Section 8 company:

Note: The actual cost may vary based on the company’s requirements and the applicable state stamp duty.

The Sec 8 company incorporation process uses SPICe+ and its linked forms through the MCA V3 portal. These are:

Note: Since January 2023, the professional and applicant declarations are made within SPICe+. Forms INC-14 and INC-15 no longer exist as separate forms.

After incorporation, a Section 8 company must complete initial, annual, and event-based compliance requirements. The applicable filings depend on its activities, funding, tax registrations, and other business changes. Here are the compliance requirements of a Section 8 Company:

1. Initial Compliance Requirements After Section 8 Company Incorporation

After incorporation, a Section 8 company must complete these one-time requirements within the prescribed timelines.

2. Annual Compliance Requirements for Section 8 Companies

After completing the initial requirements, a Section 8 company must meet annual corporate, tax, and regulatory obligations. The table below summarizes the key recurring compliances and their filing timelines:

Note: These are the latest possible filing dates if the AGM is held on 30 September 2027. An earlier AGM moves the AOC-4 and MGT-7 deadlines earlier. For AY 2026-27 only, CBDT Circular No. 07/2026 extended the audit report due date from 30 September 2026 to 21 October 2026. The ITR due date for audited Section 8 companies moved from 31 October 2026 to 21 November 2026.

3. Event-Based Compliance to Follow After Section 8 Company Incorporation

A Section 8 company must complete additional filings when specific changes or events occur. The table below outlines the key event-based compliances and applicable forms:

Note: Compliance requirements may vary based on the company’s activities, turnover, tax registrations, foreign funding, and other factors. A Section 8 company should review its compliance obligations regularly to avoid late fees, penalties, or regulatory action.

A Section 8 company has the following defining features:

• Focus on a Cause: These companies are created solely to promote non-profit goals like education, arts, social welfare, or environmental work.
• Minimum Members and Directors: A private Section 8 company requires at least 2 members and 2 directors, and a public one requires at least 7 members and 3 directors. A private company can have up to 200 members.
• Profits Reinvestment: The company must reinvest all income into its objectives. It cannot be paid out as dividends to members.
• Distinct Legal Identity: The company is legally separate from its members, allowing it to own property, sign contracts, and manage legal matters in its name.
• Limited Liability for Members: The personal assets of the members are safe. Their financial responsibility is limited, typically to the amount they promised to contribute (in a company limited by guarantee) or the value of their shares (if any).
• Official Government License: They operate under a license from the MCA, which adds to their credibility and requires them to follow specific rules.
• No "Ltd." or "Pvt. Ltd." in Name: Unlike other companies, they are exempt from adding "Limited" or "Private Limited" to their name, highlighting their non-profit nature.
• Eligible for Tax Exemptions: After registration, they can apply for tax benefits under Sections 332 and 354 of the Income Tax Act, 2025.

A Section 8 company can raise funds through various channels, including:

• Individual and Domestic Donations: A Section 8 company can receive voluntary contributions from individuals, companies, charitable foundations, and other domestic organizations. Section 354approval can make donations more attractive by allowing eligible donors to claim tax deductions.
• Corporate CSR Funding: A Section 8 company can act as a CSR implementing agency and receive CSR funds for eligible activities. An independent Section 8 company generally needs to register with the MCA through Form CSR-1 and meet the applicable eligibility requirements.
• Foreign Contributions: A Section 8 company must obtain FCRA permission before accepting foreign contributions. Regular registration generally requires a track record of at least 3 years and the prescribed level of expenditure on its stated objectives. Newer organizations may apply for prior permission for a specific donor, project, and amount.
• Government Grants: Eligible Section 8 companies can apply for grants and schemes offered by government departments. Many government grant applications require an NGO DARPAN Unique ID.
• Institutional Grants: Charitable foundations, philanthropic organizations, and development agencies may provide project-based or programme-based grants that support the company’s stated objectives.
• Membership Fees and Contributions: Membership-based Section 8 companies can collect membership fees and contributions to support their non-profit activities.
• Income From Permitted Activities: The company may also generate income through activities that support its stated objectives, subject to applicable legal and tax requirements.

A Section 8 Microfinance Company is a non-profit entity registered under Section 8 of the Companies Act, 2013, to provide financial support to economically weaker sections, small entrepreneurs, and underserved communities without the objective of earning profits.

It can undertake activities such as:

• Providing small loans to individuals and communities.
• Promoting financial literacy and awareness programs.
• Supporting livelihood development and community welfare initiatives.

A Section 8 microfinance company must operate within the permitted legal framework and comply with the requirements of the Companies Act, 2013. The company must:

• Obtain a Section 8 license from the ROC through the MCA incorporation process.
• Include microfinance and social welfare activities in its MOA (Form INC-13).
• Maintain applicable annual filings, tax, and regulatory compliance.
• Obtain Section 332 registration and Section 354 approval separately to claim income tax benefits and enable eligible donor deductions.

Planning to start one? Get end-to-end support with our Section 8 Microfinance Company Registration service, covering the process, documents, RBI considerations, and fees.

Failure to comply with the Companies Act requirements can lead to severe consequences, including significant fines and potential strike-off of the Section 8 Company.

1. Penalties for Late Annual Filings: Delayed filing of Form AOC-4 or Form MGT-7 attracts a ₹10,000 penalty plus ₹100 per day of delay. The maximum penalty is ₹2 lakh for the company and ₹50,000 for each officer in default. Section 8 companies do not get the reduced penalties under Section 446B, because they cannot qualify as small companies.
2. Revocation of Section 8 License Under Section 8(6): Under Section 8(6), the government may revoke the license if the company acts fraudulently, violates conditions, fails to meet objectives, or acts against the public interest.
3. Penalties for Contraventions Under Section 8(11): Under Section 8(11) of the Companies Act, 2013, violations may attract a fine ranging from ₹10 lakh to ₹1 crore. Every officer in default may also face a fine ranging from ₹25,000 to ₹25 lakh. If the company's affairs were run fraudulently, each officer in default is liable under Section 447.
4. Fraud Penalties: Fraud involving ₹10 lakh or 1% of turnover, whichever is lower, may result in imprisonment of 6 months to 10 years and a fine of 1 to 3 times the amount involved.

A Section 8 company is incorporated as a company and does not receive an automatic income-tax exemption. Its tax benefits generally arise only after it obtains registration under Section 332 and meets the conditions under the Income Tax Act, 2025, which replaced the Income Tax Act, 1961, from 1 April 2026.

Registration under Section 12A/12AB now falls under Section 332, and 80G approval falls under Section 354. Existing registrations continue as Registered Non-Profit Organizations (RNPOs) until expiry.

• Tax Benefits With Section 332 Registration: A Section 8 company registered under Section 332 can claim exemption on income it applies to its charitable objects, provided it applies at least 85% of its income to those objects during the year. It can accumulate up to 15% and set aside more for specified purposes for up to 5 years by filing Form 109 (formerly Form 10).
• Tax Without Section 332 Registration: Without Section 332 registration, income is taxable under applicable corporate tax provisions, including the 22% tax rate under Section 200, where eligible, plus surcharge and cess.
• Donations and Section 354 Benefits: Approval under Section 354 (formerly 80G) lets donors claim a deduction under Section 133, generally 50% of the donation, subject to the qualifying limit. Individual donors can claim this deduction only if they opt out of the default tax regime under Section 202. Corpus donations are exempt, while anonymous donations above the higher of ₹1 lakh or 5% of total donations are taxed at 30%.
• Business Income Tax Treatment: Income from activities related to charitable objectives is allowed if separate books are maintained. Unrelated commercial income may become taxable and affect exemption eligibility.
• ITR Filing and Audit Compliance: A Section 8 company registered under Section 332 generally files ITR-7. Form 112 under the Income-tax Act, 2025 (formerly Forms 10B and 10BB) is the unified audit report for registered non-profits. It is required when total income before claiming exemptions exceeds the basic exemption limit.
• Other Tax Compliances: A Section 8 company may need to comply with GST for taxable supplies, TDS on applicable payments, and Form 113 (formerly 10BD) and Form 114 (previously 10BE) filing requirements for organizations with Section 354approval.

Note: A newly incorporated Section 8 company must first apply for provisional registration under Section 332 and provisional approval under Section 354 using Form 104 (formerly Form 10A). These provisional registrations remain valid for 3 tax years. The company must then apply for regular registration and approval through Form 105 (formerly Form 10AB), at least six months before the provisional period expires or within six months of commencing its activities, whichever is earlier.

The Certificate of Incorporation is the official document that proves the legal existence of the Section 8 Company.

• Issuing Authority: It is issued by the Ministry of Corporate Affairs (MCA) through the jurisdictional Registrar of Companies (ROC).
• Certificate Form: The certificate is issued in Form INC-11.
• Key Details: The certificate includes the company's name, its unique 21-digit Corporate Identity Number (CIN), the date of incorporation, and the PAN and TAN of the company.
• Evidence of Existence: It serves as conclusive evidence that all the requirements for registration under the Companies Act have been fulfilled.
• License Number: For a Section 8 company, the license number granted by the Central Government is also mentioned in the Certificate of Incorporation, confirming its special status as a non-profit entity.

How to Download a Section 8 Company Registration Certificate Online?

If you want to download the Certificate of Incorporation or the license issued under Section 8, follow these steps:

1. Visit the MCA Website: Go to the official Ministry of Corporate Affairs (MCA) website, mca.gov.in
2. Log in with Your Credentials: Click on the ‘Login’ button in the top right corner. Enter your registered email ID and password to access your account. If you don’t have an account, click on ‘Register’ and complete the sign-up process.
3. Use the 'View Public Documents' Option: Once logged in, hover over the ‘MCA Services’ tab in the main menu. From the dropdown, choose ‘View Public Documents’.
4. Search for Your Company: Enter your company's Corporate Identification Number (CIN) or name in the search box. Fill in the security code (CAPTCHA) and click Submit.
5. Make the Required Payment: To access the incorporation certificate and related documents, you may need to pay a small fee (usually ₹100 per company). Follow the on-screen instructions to complete the payment securely online.
6. Access and Download the Certificate: After payment, go to ‘My Workspace’ > ‘Documents’ on the MCA portal. Locate the Certificate of Incorporation or Section 8 License in the list and click to download it as a PDF.

Choosing the right legal structure is a critical first step for any nonprofit initiative. Here is a comparison of the three primary forms of NPOs in India.

The ROC may mark a Section 8 incorporation application for resubmission if the documents fail to establish the company's proposed non-profit purpose or contain inconsistencies. Common reasons include:

• Vague objectives: The MOA describes broad aims without specifying the activities the company intends to undertake.
• Mismatch between name and objectives: The proposed name suggests activities that the MOA does not cover.
• Profit-oriented clauses: The MOA or AOA contains provisions that permit dividend distribution or private benefits to members.
• Missing declarations: The professional’s or an applicant’s declaration in SPICe+ is missing, incomplete, or does not match the attached MOA and AOA.
• Missing financial projections: The three-year income and expenditure estimate is missing or does not align with the stated objectives.
• Inadequate registered office proof: The utility bill is outdated, or the required owner's NOC is missing.

The applicant must address the ROC's observations and resubmit the corrected application within the prescribed time. For name-related issues, refer to our guide on MCA company name rejection.