How to Register a Section 8 Company in India: Eligibility, Process, and Compliance

Kaustav Chowdhury
5 hours ago
5 min read

A Section 8 company, formed under Section 8 of the Companies Act, 2013, is a non-profit entity established to promote charitable objects such as education, art, science, sports, social welfare, or environmental protection. Unlike a trust or society, a Section 8 company is registered with the Ministry of Corporate Affairs (MCA) and governed by the same statutory framework as private and public limited companies, with additional restrictions on profit distribution. This guide explains the eligibility criteria, registration process through SPICe+, and ongoing compliance obligations for Section 8 companies in India.

Step 1: Confirm Eligibility

Before applying, verify that the proposed entity meets all statutory requirements. A Section 8 company can be formed as either a private limited company or a public limited company. For a private limited Section 8 company, at least two directors and two members (shareholders) are required. A public limited Section 8 company needs at least three directors and seven members. At least one director must be an Indian resident who has spent 182 or more days in India during the previous financial year. All proposed directors must hold a valid Director Identification Number (DIN) and must not be disqualified under any provision of the Companies Act, 2013. Unlike other companies, Section 8 entities have no minimum paid-up capital requirement. When choosing between an NGO structure, applicants should note that a Section 8 company offers greater credibility and regulatory oversight compared to trusts and societies.

Step 2: Choose a Name and Apply for Reservation

Apply for name reservation through the RUN (Reserve Unique Name) service on the MCA portal. The proposed name must reflect the non-profit nature of the entity and should not be identical or deceptively similar to any existing company or registered trademark. Section 8 companies are exempt from using the suffixes 'Private Limited' or 'Limited' in their name. Approval typically takes one to two working days. Alternatively, applicants can reserve the name directly through Part A of the SPICe+ form.

Step 3: Draft the Memorandum and Articles of Association

The Memorandum of Association (MOA) must be in Form INC-13 and must clearly state the charitable objects the company intends to promote. Permitted objects under Section 8 include promoting commerce, art, science, education, sports, research, social welfare, religion, charity, and environmental protection. The MOA must include a clause stating that the company's income and profits will be applied solely towards promoting these objects, and no portion will be paid to the members as dividend. The Articles of Association (AOA) must support this non-profit structure by prohibiting dividend distribution and imposing restrictions on the transfer of shares. Any future amendment to the MOA or AOA requires prior approval of the Central Government. The company registration process for Section 8 entities follows a similar digital workflow to standard incorporations but with additional licence requirements.

Step 4: File the SPICe+ Form for Incorporation

Since the integration of Section 8 licencing into SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus), a separate Form INC-12 is no longer required for new incorporations. The SPICe+ form combines the incorporation application with the Section 8 licence request. Part A covers name reservation (if not already done through RUN), and Part B covers company details, director information, registered office address, and subscriber details. Attach the following documents to the SPICe+ filing: the MOA in Form INC-13, the AOA, a declaration by each subscriber and first director, proof of registered office address, identity and address proof of all directors and subscribers, and an estimated income and expenditure statement for the next three years. The Registrar of Companies (ROC) reviews the application and, upon satisfaction, grants the licence under Section 8 along with the Certificate of Incorporation.

Step 5: Obtain PAN, TAN, and Bank Account

The SPICe+ form automatically generates applications for PAN and TAN. Once the Certificate of Incorporation is issued, open a bank account in the company's name. This account will be used for all financial transactions. Section 8 companies seeking 12A and 80G tax exemptions should apply to the Income Tax Department promptly after incorporation, as these registrations allow the company and its donors to claim tax benefits.

Step 6: Complete Post-Incorporation Compliance

Within 30 days of incorporation, file Form INC-20A (Declaration of Commencement of Business). Appoint a statutory auditor within 30 days of incorporation by filing Form ADT-1. Section 8 companies must maintain statutory registers, hold board meetings at least once every 120 days (four times a year), and hold an Annual General Meeting within six months of the close of each financial year. Annual filings include Form AOC-4 (financial statements) and Form MGT-7A (annual return for small companies or one-person companies) or MGT-7 (annual return for other companies). The annual MCA compliance calendar applies to Section 8 companies with the same deadlines and penalties as other companies registered under the Act.

Step 7: Understand Ongoing Restrictions

A Section 8 company cannot distribute dividends or profits to its members. All income must be reinvested towards its stated objects. Directors may receive reasonable sitting fees for board meetings but cannot draw salaries unless specifically approved by the Central Government. Any alteration of the company's objects clause requires prior Central Government approval. If the company wishes to wind up or convert to another form, it must obtain permission from the NCLT. The director duties framework under the Companies Act, 2013 applies equally to Section 8 company directors.

Corporate Laws (Amendment) Bill, 2026: Watch for Changes

The Corporate Laws (Amendment) Bill, 2026, introduced in Lok Sabha on 23 March 2026 and referred to a Joint Parliamentary Committee, proposes 107 amendments to the Companies Act, 2013. While the Bill primarily focuses on raising the small company threshold and decriminalising several offences, any amendments to the incorporation or compliance framework could affect Section 8 entities. Promoters should monitor the Bill's progress through the parliamentary process.

Key Takeaways

A Section 8 company under the Companies Act, 2013 is a non-profit entity formed for charitable objects with no minimum capital requirement.
Registration now uses the integrated SPICe+ form, eliminating the need for a separate INC-12 filing for new companies.
The MOA must be in Form INC-13 and must prohibit any distribution of profits to members.
Post-incorporation compliance includes Form INC-20A, ADT-1, AOC-4, and MGT-7/MGT-7A filings.
Monitor the Corporate Laws (Amendment) Bill, 2026 for potential changes to the regulatory framework.

Section 8 registration offers a structured, legally recognised route for non-profit activity in India. Thorough preparation of the MOA and AOA, early DIN procurement, and awareness of annual compliance deadlines will help founders avoid delays and penalties.