Section 8 company registration sets up an NGO as a limited company licensed under section 8 of the Companies Act 2013: it must apply all its income to its objects and can never pay a dividend. A private Section 8 company needs at least 2 members and 2 directors (a public one needs 7 and 3), there is no minimum capital, and the MCA registration fee is nil for authorised capital up to ₹15 lakh.
Who can register a Section 8 company?
Any person or association of persons can apply if the objects promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment or a similar cause, the company will apply its profits and income to those objects, and its articles prohibit dividends (section 8(1)).
Points founders often miss:
- A partnership firm can be a member of a Section 8 company (section 8(3)).
- At least one director must stay in India for 182 days or more in the financial year (section 149(3)).
- A One Person Company cannot be incorporated as, or converted into, a Section 8 company (rules 3(5) and 6(2) of the Companies (Incorporation) Rules 2014).
- An existing company with qualifying objects can convert by applying for a licence in Form INC-12 (rule 20).
- A Section 8 company is never a "small company", whatever its size (section 2(85)), so small-company relaxations do not apply to it.
Section 8 vs trust vs society: which NGO structure fits?
Choose a Section 8 company when you want NGO company registration in India with a corporate form, public MCA records and a constitution the founders cannot change at will; a trust or a society is the alternative. All three can seek income-tax registration as a registered non-profit organisation under section 332 of the Income-tax Act 2025, and all three can run CSR projects.
| Point | Section 8 company | Society | Public trust |
|---|---|---|---|
| Governing law | Companies Act 2013 | Societies Registration Act 1860 | Trust deed, plus a state public trusts law where one exists |
| Registered with | Registrar of Companies, through the MCA portal | The registrar under the 1860 Act | In Maharashtra, the Deputy or Assistant Charity Commissioner |
| Minimum founders | 2 members (private) or 7 (public) | 7 persons | A settlor and trustees |
| Income-tax registration | Section 332, Income-tax Act 2025 | Section 332 | Section 332 |
A Section 8 company files annual accounts and returns on the MCA portal like any other company, so its records are public, and its founders cannot change the MoA or AoA without prior Central Government approval (section 8(4)). In Maharashtra, a public trust or a charitable society answers to the Charity Commissioner instead. If you are still deciding between a for-profit and a non-profit vehicle, the Business Structure Finder compares them.
Documents needed for Section 8 registration
Besides identity and address proof for each subscriber and director, a Section 8 application carries documents that an ordinary company does not file. Rule 19 of the Companies (Incorporation) Rules 2014 lists them.
- Memorandum in Form INC-13 and articles of association. These are attached to SPICe+ rather than filed as the web-based e-MoA and e-AoA (proviso to rule 38(1)).
- Form INC-14. A declaration by an advocate, chartered accountant, cost accountant or company secretary in practice that the MoA and AoA conform to section 8 and its rules.
- Form INC-15. A declaration by each person making the application.
- Income and expenditure estimate. A projection for the next three years, showing the sources of income and the objects of expenditure.
- Registered office proof. A conveyance, lease deed or rent agreement with rent receipts, plus a utility bill not older than two months.
How to register a Section 8 company online, step by step
The whole process runs on the MCA portal, and since 15 August 2019 a new company no longer files a separate licence application.
- Settle the objects, the members and the first directors, and get a digital signature certificate for each person who signs.
- Choose a name that includes a word such as Foundation, Forum, Association or Council, and test it with the Company Name Checker.
- Reserve the name through SPICe+ Part A (₹1,000 per name).
- Draft the INC-13 memorandum and the articles, and collect INC-14, INC-15 and the three-year estimate.
- File SPICe+ Part B (INC-32), which is made under section 8(1) among other sections, with all attachments. Directors without a DIN get one in the same form.
- The Registrar issues the certificate of incorporation in Form INC-11, which since 15 August 2019 is also issued under section 8(1). Form INC-12 is now used only by existing companies converting to Section 8.
What does Section 8 company registration cost?
Government fees are low if you keep authorised capital at ₹15 lakh or below: no registration fee and no SPICe+ fee, leaving the ₹1,000 name fee and state stamp duty. A company without share capital pays no registration fee for up to 20 members.
Example. Bluepeak Learning Foundation (a made-up company) plans authorised capital of ₹20 lakh. As a Section 8 company it pays on the full fee table: ₹66,000 as registration fee plus ₹500 for SPICe+, on top of ₹1,000 for the name. At ₹15 lakh both fees are nil, a saving of ₹66,500.
Stamp duty depends on the state of the registered office. In Maharashtra the articles of a Section 8 company are exempt; confirm the duty on the memorandum before you file. The incorporation stamp duty calculator shows each item for your state.
Compliance after Section 8 registration
A Section 8 company files financial statements in AOC-4 and the full annual return in MGT-7 every year, holds an AGM, and appoints its first auditor within 30 days of incorporation. It files the INC-20A commencement declaration within 180 days only if it has share capital (section 10A).
Relaxations under notification G.S.R. 466(E) of 5 June 2015, as amended on 13 June 2017:
- The board must meet at least once in every six calendar months.
- Independent director requirements and the 15-director cap do not apply.
- General meetings need 14 days' notice instead of 21.
- These relaxations apply only if the company has not defaulted in filing its financial statements or annual returns.
For tax and funding, apply for registration under section 332 and approval under section 354 of the Income-tax Act 2025 (the old 12AB registration and 80G(5) approval, which section 355 cross-refers to). To implement CSR projects, the company must also register with MCA in Form CSR-1. Rule 4 of the CSR Rules also requires income-tax registration and 80G approval (in the 1961 Act's wording), and an independent NGO needs a three-year track record in similar work before a company can route CSR funds through it. Plot your filing dates with the ROC compliance calendar.
What happens if a Section 8 company breaks the rules?
The Central Government can revoke the licence, after a hearing, if the company breaches section 8 or its licence conditions, or runs its affairs fraudulently or against its objects (section 8(6)). It can then order the company to add "Limited" to its name, wind it up or amalgamate it with another Section 8 company.
Default also carries fines. The company faces ₹10 lakh to ₹1 crore, and each director and officer in default ₹25,000 to ₹25 lakh; imprisonment for this default was removed from 21 December 2020. Where fraud is proved, section 447 applies. On winding up, surplus assets can be transferred to another Section 8 company with similar objects, or sold with the proceeds credited to the Insolvency and Bankruptcy Fund (section 8(9)).
Common reasons for delay or rejection
Avoid these errors, each of which can lead to a resubmission or a rejection:
- Objects drafted so broadly that they read as a business, or articles that allow profit sharing.
- A name without a word such as Foundation or Association.
- An INC-14 signed by someone who is not in practice.
- A utility bill for the registered office that is older than two months.
- Assuming registration brings tax exemption. Section 332 registration is a separate application.
How Ofin handles Section 8 registration
Ofin's CAs, CSs and legal professionals draft your objects, MoA, AoA and three-year estimate, then file SPICe+ and follow it through to incorporation, 100% online. We reply within 24 hours.
The basic package starts at ₹13,999 and includes name approval, a Class 3 digital signature, DINs for two directors, PAN, TAN, and the government fee and stamp duty. Higher packages add 12A and 80G registration and annual MCA compliance. Get a fixed-price proposal.
