How to register a Section 8 company in India

To register a Section 8 company, you get digital signatures for the proposed directors, reserve a name, and file the Ministry of Corporate Affairs’ SPICe+ web form with a memorandum in Form INC-13, articles of association, declarations in Forms INC-14 and INC-15 and an estimate of income and expenditure for the next three years. The Registrar of Companies then issues the certificate of incorporation together with the Section 8 licence, in Form INC-16, and the company’s PAN and TAN.

A Section 8 company is the non-profit form of company under the Companies Act, 2013. It suits organisations that want company-style governance, plan to work in several states under one central law, or are being set up by companies as CSR foundations. It also brings the heaviest yearly compliance of the three NGO forms, so be sure you can manage it before you choose it; our comparison of a trust, a society and a Section 8 company helps.

This guide covers what a Section 8 company is, who can form one, the SPICe+ process step by step, the documents, the restrictions that come with the licence, and what it must do in its first months and every year.

What a Section 8 company is

Four things follow:

• It can earn a surplus, but every rupee must go to its objects. Nothing can be paid to members as dividend.
• It works under a licence, which comes with conditions and can be revoked.
• It is a company in every other way: it has members, directors, a board, general meetings, a statutory auditor and filings with the Registrar of Companies.
• It is never a “small company”. Company law gives small companies lighter rules, but the definition (Section 2(85)) leaves out Section 8 companies, so don’t assume those relaxations apply.

Before 2013, non-profit companies were formed under section 25 of the Companies Act, 1956, and older ones still call themselves “Section 25 companies”.

Who can form one

At least one director must have stayed in India for 182 days or more in the year. Members can be individuals or companies, which is how a company sets up its own foundation and appoints directors to it. There is no minimum capital.

Every director needs a Director Identification Number (DIN), and the people signing the forms need digital signature certificates (DSCs), which are electronic signatures issued by licensed certifying authorities.

Before you file: name, objects and office

The name. Under the Companies (Incorporation) Rules, 2014, a Section 8 company’s name includes a word such as Foundation, Forum, Association, Federation, Chambers, Confederation or Council. Check that it doesn’t clash with an existing company’s name or trade mark.

The objects. Draft them to cover every area you might work in over the next 20 years, within the Section 8 list. Changing them later needs the Central Government’s approval, which is slow. If you want to receive CSR money, make sure the objects cover the Schedule VII areas you’ll work in.

The registered office. A real address with the owner’s no-objection letter and a recent utility bill.

Incorporating through SPICe+: step by step

A new Section 8 company now gets its licence together with incorporation, through the SPICe+ web form (formally Form INC-32), under Rule 19 of the Incorporation Rules. There’s no separate licence application.

1. Get DSCs for the proposed directors and subscribers.
2. Reserve the name, in Part A of SPICe+ or through the separate name reservation service.
3. Fill in Part B of SPICe+: the registered office, the subscribers, the directors (the form can allot DINs to new directors), and the Section 8 details.
4. Attach the documents: the memorandum of association in Form INC-13, the articles of association, a declaration by a practising advocate, chartered accountant, company secretary or cost accountant in Form INC-14, a declaration by each applicant in Form INC-15, and an estimate of the company’s income and expenditure for the next three years.
5. Pay the fees and stamp duty, which depend on the state and the capital.
6. Answer any queries from the Central Registration Centre, which processes new incorporations.
7. Receive the certificate of incorporation and the licence (Form INC-16), with the company’s Corporate Identity Number (CIN), PAN and TAN.

An existing company that wants to become a Section 8 company applies for a licence in Form INC-12.

Documents you’ll need

What the licence doesn’t allow

Breaking these rules is costly. Under Section 8(11), the company faces a fine of ₹10 lakh to ₹1 crore, and directors and officers in default a fine of ₹25,000 to ₹25 lakh. Where the company’s affairs were run fraudulently, every officer in default is also liable for fraud under Section 447.

The first months after incorporation

• Appoint the first auditor. The board must appoint the first auditor within 30 days of registration (Section 139(6)); if it doesn’t, the members must do so within 90 days.
• Hold the first board meeting and open a bank account in the company’s name, with two signatories for payments. Banks must make sure an NGO client is registered on NGO Darpan, so get a Darpan ID.
• File the declaration of commencement of business (Form INC-20A) within 180 days, if the company has a share capital (Section 10A).
• Apply for income-tax registration: on Form 104 for provisional registration if activities haven’t started, or Form 105 if they have. See income-tax registration for NGOs.
• Set up the statutory registers and minute books the Companies Act requires, and adopt your core policies.

Every year under the Companies Act

On top of these come the income-tax filings every NGO makes: the audit report in Form 112, the return and, if donors claim deductions, the statement of donations in Form 113. See accounts and audit for NGOs and the first-year checklist.

Tax, GST and CSR

• Tax exemption isn’t automatic. A Section 8 company registers under Section 332 of the Income-tax Act, 2025 (formerly 12A and 12AB) and seeks approval under Section 354 (formerly 80G) like any trust or society.
• GST on sponsorship. Since 16 January 2025, a Section 8 company, as a body corporate, charges GST on sponsorship itself rather than leaving it to the sponsor under reverse charge. See GST for NGOs.
• CSR. A Section 8 company with both income-tax registrations and a CSR-1 registration can be an implementing agency. If a company set it up, it needs no three-year track record for that company’s CSR (Rule 4(1)(a)); see setting up a CSR foundation.
• Its own CSR duty. Section 135 applies to Section 8 companies too: a large one that meets a CSR threshold must spend on CSR itself (MCA FAQ 1.3).

Common mistakes

• Objects drafted only for this year’s projects, which means asking the Central Government for approval to grow.
• Assuming the company is tax-exempt because it is a Section 8 company.
• Missing the first-auditor or INC-20A deadlines, which bring additional fees and penalties.
• Defaulting on AOC-4 or MGT-7, which costs the company its board-meeting relaxation and can put directors at risk.
• A board made up only of the founders or the parent company’s managers, with nobody to ask hard questions.

The Academy’s Starting an NGO course has a lesson on incorporating a Section 8 company, and Running a CSR Foundation covers a company’s own foundation.