Section 8 Company Registration

An organization can be incorporated as a section 8 company primarily to promote non-profit objectives such as trade, commerce, arts, charity, education, religion, social welfare, sports, research, etc. Section 8 companies are Non-Profit Organizations (NPO) and they work towards the purpose of the welfare of society.  

Some of the examples for section 8 companies are the Federation of Indian Chambers of Commerce and Industry (FICCI) and the Confederation of Indian Industries (CII). The purpose of these companies is to facilitate the growth of trade and commerce in India. 

Features of Section 8 Company Registration India 

A section 8 company embraces the following features: 

Charitable Purposes: The profits gained through this company are used towards promoting the objectives of the company and cannot be shared by the partners.  

No Minimum Share Capital and Limited Liability: Compared to other similar companies, it is not necessary to have a base paid-up capital for a section 8 company. Also, members of section 8 companies have limited liability only to the extent of their investment.  

Privileges: Under section 80G and section 12AA of the Income Tax Act, 1961 provides these types of companies to grant tax benefits and exemptions. 

Firms as members: Section 8 authorizes, firms to become a members of these companies, along with individuals and associations.  

Government License: Section 8 company can only operate if it has a license from the Central Government. The government can revoke this license when the need arises.

Tax Exemption: Donors who have contributed to section 8 companies can claim tax exemption against the donation if the section 8 company is registered under Section 80G of the Income Tax Act.. 

Zero Stamp Duty: A section 8 company doesn’t need to pay stamp duty charges whereas it applies to other organizations of private and public limited. 

Separate Legal Entity: Section 8 company has perpetual existence with organized functioning and good flexibility. It is considered as separate legal entity. 

Title name: Section 8 companies don't need to add suffixes like “private limited” or “public limited” next to their legal name. Instead, it can register with extensions like association, federation, council, society, foundation, academy, institute, club, etc 

Credibility: Section 8 companies have more reliability than any other non-profit organization structure, like a trust or society. The compliances laid down by the government for this entity makes these companies more trustworthy. 

• An individual or a Hindu Undivided Family (HUF) or limited company can start a section 8 company in India. 
• A minimum of two directors are required to fulfil all the compliances and requirements of section 8 company registration. 
• At least one of the director must be an Indian resident. 
• The sole purpose of the company must be to promote science, commerce, education, art, sports, research, religion, charity, social welfare, protection of the environment or other similar objectives. 
• The organization must use all its profits and income obtained towards the promotion of its  objectives only. 
• The company must not pay any dividends to its members.  

For Directors / Shareholders	For Registered Office
Self-attested PAN card	Property tax bill or property document or similar for ownership proof
Self-attested Aadhar card	A utility bill - electricity bill/a gas bill/phone bill
Recent bank statement, electricity bill, telephone bill for address proof	No Objection Certificate (NOC) from the owners, if the premises are rented
Two passport-size photo	Attested copies of Memorandum of Association (MoA) and Articles of Association (AoA) in the English language.

Here’s a brief procedure for section 8 company registration online

Step 1: Get DSC

Obtain a Digital Signature Certificate (DSC) for the proposed directors of the section 8 company through the certifying authorities designated by the government

Aadhar card or PAN card 
Driver's license, passport, election ID, or other government-issued identification. 
To receive a DSC in their name, the applicant must complete an OTP (One Time Password) and an eKYC (eKYC means the digitized version of 'Know Your Customer'. KYC is a verification and authentication process for a customer's personal data that is mandated by the RBI.) procedure after submitting these documents. 

Step 2: Get DIN 

After receiving DSC, file form DIR-3 with the Registrar of Companies (RoC) to get Director Identification Numbers (DIN), RoC will allot a unique DIN to the proposed directors only after the form DIR-3 is approved.

Step 3: Name Reservation 

The next step will be getting a unique name for the company. Form INC-1 with RoC is to be filed to apply for the name of the company. An average of 6 names will be submitted mentioning the order of preference, one name will be allotted based on the availability.

Step 4: Apply for license  

To apply for the license for the section 8 company, file form INC-12 with the RoC attaching all the required documents as mentioned earlier. A license under section 8 will then be issued as soon as the form gets approved. 

Step 5: Incorporation 

After obtaining a license, file the form SPICe+ with the RoC for the company along with the above-mentioned documents. 

RoC then issues a certificate of incorporation/section 8 company registration certificate along with a unique Corporate Identification Number (CIN) if they are satisfied with the application.

Forms Required for Section 8 Company Registration and Compliance 

FORM	PURPOSE
INC-1	To apply with RoC for name reservation
SPICe+	Application for the incorporation of the company
INC-4	To apply for the change in member or nominee
INC-8	Declaration to apply PAN (Permanent Account Number) and TAN (Tax Deduction Number)
INC-9	Affidavit from each director of the MoA
INC-12	To apply for a license to operate as a section 8 company
INC-13	(MoA)-Memorandum of Association
INC-14	Declaration from a Practising chartered accountant
INC-15	Declaration by each subscriber of MoA (on duly notarized non-judicial stamp paper of ₹100/-)
INC-22	To apply for changing the location of the office
DIR-2	Consent of directors to act on behalf of the company
DIR-3	Application to RoC to get DIN
DIR-12	Appointment of directors of the company
AOC-4	To file financial statements of the company
MGT-7	Filing the company's annual return
MGT-15	Form for filing report on annual general meeting
MR-1	Return of appointment of a managing director, company secretary, etc

Timeline for Section 8 Company Registration Process 3
The entire section 8 company registration procedure can be completed between 20 - 30 days with the Wellcorp. This timeline depends on departmental approval and your promptness in submitting the required details and documents.

Section 8 Company Registration Fees 
The approximate section 8 company registration cost is as follows: 

To obtain DSC & DIN, charges will be ₹3000. 

To reserve a name for the company, it will be ₹1000. 

Government and incorporation fees will range from ₹6000-8000 (it may vary) 

The charges for notary and stamps are ₹2000.

Compliance Required for Section 8 Company 
The following are the annual compliances tasks necessary for section 8 companies:

Auditing: 
An auditor is appointed in the first annual general meeting who is responsible for all income filing of the company. An auditor can be an individual or a firm it should be filied in Form ADT-1 within fifteen days from the date of auditor appointment, a notice of the appointment must be filed with the registrar.  

Section 8 companies must appoint an auditor under Section 139 of the Companies Act 2013. 

Maintaining the Register: 
According to Section 88 of the Companies Act, 2013, a statutory register is maintained that includes loans obtained, charges created, members, and other information. 

Meetings: 
General body meetings and other statutory meetings should be conducted every year on or before 30th September. All the directors, members, and auditors should be informed atleast 21 days before the meeting by publishing a notice on the company’s official website.  

A report of the annual general meeting must be filed within 30 days after completion of AGM in form MGT-15. 

Report by Directors: 
Directors of the section 8 company must file their annual report in form AOC-4 under Section 134 of the Company’s Act, 2013 with all fiscal data in an appropriate manner. Directors report is prepared to provide a detailed explanation about the exact financial condition of the company to the shareholders. 

The board of directors will be responsible for this report. 

Accounting of the Company: 
The balance sheet, profit and loss account, etc are to be filed by the company for the previous year to the registrar. Within 30 days from the general body meeting, the financial statement can be filed in the appropriate form (E-form AOC-4). 

Tax Returns: 
Before the end of the 30th of September, tax returns must be filed at the end of every assessment year.  

It is important to file income tax returns online, to give an overview of the profit of the company.  

The company can claim tax exemption if it gets registered under Section 12A and 80G. 

Filing of Annual Return With RoC: 
The annual return is filed in form MGT-7 with RoC within 60 days from the conclusion of the annual general meeting. 

Apart from the annual compliances mentioned above, section 8 companies perform other compliance tasks based on the situation.  

Within 30 days of the directors' appointment, the director’s consent form (Form DIR-2) is to be filed. 
Returns form (Form MR-1) is to be filed within 60 days from the appointment of the managing director, manager, etc