How to Register Section 8 Company?

Quick Summary

Section 8 company registration provides legal recognition and credibility to entities working towards charitable, educational, social welfare, and other non-commercial objectives. To register a Section 8 Company in India, it's crucial to follow a particular legal procedure with the Ministry of Corporate Affairs, which includes: Obtaining a DSC of the proposed Directors of the Section 8 Company, allotting a DIN to the proposed directors, File Form INC-12 with the ROC to apply for a Certificate of Incorporation along with a unique Company Identification Number (CIN)

Overview

A Section 8 Company is the most reliable NGO structure for organizations engaged in education, healthcare, skill development, environmental protection, charity, and community welfare. These non-profit organisations operate under the provisions of the Companies Act 2013 without any profit motive. They offer tax benefits under Sections 12A & 80G, are exempt from stamp duty, have limited liability, and enjoy strong donor credibility. In comparison to trusts or societies, a Section 8 Company is often preferred for CSR funding, tax benefits, and government approvals, which helps NGOs build trust and stronger compliance.

Who Can Register a Section 8 Company?

Any person or association of persons can register as a Section 8 Company by fulfilling the following criteria prescribed under the Companies Act 2013.

•  A minimum of two directors is required for private Section 8 Companies and three directors for public Section 8 Companies.

• There must be at least one director who is a resident of India in the Section 8 company. 

• Founders, directors, and member directors of the company cannot draw any remuneration in any form of cash or kind.

Key Requirements for Section 8 Company Registration

• Minimum Members: At least 2 directors for a private Section 8 Company and 3 directors for a public Section 8 Company

• Minimum Capital: No minimum capital requirement, though some capital is needed for operational purposes

• Documents Required: Identity proof, address proof, and photographs of directors; registered office proof; MOA and AOA

• Registration Fee: Nominal government fees based on authorized capital; significantly lower than regular companies

• Timeline: Complete registration typically takes 15-20 days, depending on document accuracy and government processing time

Benefits of Section 8 Company Registration

1. Tax Benefits: Registered Section 8 Companies enjoy tax exemptions under Section 12A and 80G of the Income Tax Act. 

2. No minimum capital: There is no minimum capital requirement for a Section 8 company incorporation. This exemption from minimum capital requirements enhances its credibility for fundraising,

3. Limited liability protection: Section 8 companies avail limited liability protection for directors, and perpetual succession, ensuring continuity beyond individual members.

4. Exemption to the donors: The tax exemption is granted to the donations received by the Section 8 company under Section 12A and 80G of the Income Tax Act, 1961.

5. Perpetual Succession: It has perpetual existence and thus, the entry or exit of any member will not affect the operation of the Section 8 company.

Step-by-Step Section 8 Company Registration Process

Step 1: Obtain Digital Signature Certificate (DSC)

For all directors, it is mandatory to obtain a Digital Signature Certificate, which is mandatory for filing electronic documents with the MCA. This usually takes 2-3 working days.

Step 2: Apply for Director Identification Number (DIN)

Each director needs a unique Director Identification Number. This can be applied through the MCA portal using Form DIR-3 and is usually issued within 24-48 hours.

Step 3: Name Reservation

Apply for company name approval through the RUN (Reserve Unique Name) service on the MCA portal. The name must reflect the non-profit nature and should not be identical to or similar to existing companies. Approval typically takes 1-2 days.

Step 4: Draft Memorandum and Articles of Association

Prepare the MOA and AOA clearly stating the non-profit objectives, charitable purposes, and operational guidelines.

Step 5: Apply for Section 8 License

Submit Form INC-12 along with the MOA, AOA, and other required documents to the Regional Director for obtaining the Section 8 license. This is the crucial step that distinguishes it from regular company registration.

Step 6: Certificate of Incorporation

Once the Section 8 license is granted, file the incorporation application through SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form. Upon approval, the Registrar of Companies issues the Certificate of Incorporation

How Long Does Section 8 Company Registration Take?

Section 8 Company registration typically takes 15 to 20 working days from the date of application submission, provided all documents are accurate and complete. The process includes name approval (1-2 days), obtaining a Digital Signature Certificate and DIN (2-3 days), Section 8 license approval from the Regional Director (7-10 days), and final incorporation certificate issuance (3-5 days). The timeline may extend if there are discrepancies in documents, clarifications required by MCA, or during peak filing seasons. Using professional services can help expedite the process and ensure smooth registration.

Timeline Breakdown:

• Name reservation: 1-2 days
• DSC and DIN: 2-3 days
• Section 8 license approval: 7-10 days
• Incorporation certificate: 3-5 days
• Total duration: 15-20 working days

Forms Required for Section 8 Company Registration

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Quick Tips for Section 8 Registration Success

• Prepare all director KYC and address proof documents in advance.
• Use a clear, purpose-driven name that matches your mission and stands out for branding.
• Consult a professional (CA/CS) for MOA/AOA drafting to ensure MCA compliance.
• Apply for 80G/12A tax exemptions immediately after registration to attract more donors.

FAQs

Q1. How Many Members Are Required to Register a Section 8 Company?

A minimum of 2 members and 2 directors are required to register a Section 8 Company as a private limited entity under the Companies Act, 2013. For a public Section 8 Company, you need at least 3 directors and 7 members

Q2. What Is the Registration Cost for a Section 8 Company in India?

The Section 8 Company registration fees in India typically range from ₹12,000  to ₹15,000, which includes government fees and professional charges. 

Q3. Who can be directors or members of a section 8?

Any individual or entity (including partnership firms) can be a director or member, with at least one Indian resident director.

Q4. Can profits be distributed to members?

No. All income must be reinvested towards the charitable objectives, and no dividends or direct benefits are allowed.