Section 8 Company Registration For Non-Profit Activities (NGO)

Transform your charitable vision into a Section 8 Company under the Companies Act, 2013. Get corporate credibility, tax exemptions u/s 12A & 80G, and limited liability—expert NGO registration with MCA compliance. Start today!

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Timeline for Section 8 Company Registration

1-2 Days

DSC & Name

Finalising the company structure (share vs. guarantee), obtaining Digital Signatures (DSC) for all subscribers, and filing SPICe+ Part A for name approval.

3-5 Days

Drafting & Filing

Drafting the crucial MOA & AOA (which must prohibit profit distribution) and filing the complete SPICe+ Part B application with all attachments.

5-7 Days

Incorporation & Licence

The Registrar of Companies (ROC) scrutinises the application, focusing on the charitable objects. Upon approval, the Section 8 Licence & COI are issued.

Post-Inc.

Bank & Registrations

Opening a corporate bank account and applying for essential post-incorporation compliance, such as 12A, 80G, and CSR-1 registrations.

28 November, 2025|Edited by: Sanjeev Kumar|

What is a Section 8 Company?

A Section 8 Company is a specialised non-profit entity registered under Section 8 of the Companies Act, 2013. It promotes commerce, art, science, education, social welfare, religion, charity, or environmental protection with legal recognition and credibility.

All profits must be reinvested toward charitable objectives per Section 8(1)(b). With SPICe+ integration since 2019, the Section 8 licence is issued at the time of incorporation. Get seamless NGO registration with complete MCA compliance and a tax-ready structure.

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Section 8 Company Registration Cost Calculator

Inclusions in Our Section 8 Registration Package

Digital Signature On Actual Cost
Director Identification No (DIN)
Name Reservation
Section 8 Specific MOA & AOA
Complete SPICe+ Filing
Section 8 Licence (Form INC-16)
Incorporation Certificate with CIN
Company PAN & TAN

Section 8 companies benefit from reduced Ministry of Corporate Affairs (MCA) fees, which vary depending on the state. If a Section 8 company has share capital, the applicable capital fees will also differ. To find out the exact Registrar of Companies (ROC) fees and state stamp duty for incorporating a Section 8 company, please contact us.

NGO Registration Package

Perfect for charitable organisations, NGOs, and social enterprises

₹7499/-
(Professional Fee)
Incorporation Cost Calculator

Click to Know All-Inclusive Cost

Pricing Offer For Section 8 Registration

* ROC Fee, State Stamp Duty, The Vendor fee for Issuance of DSC and GST on actual.

Basic ₹7,499/-
₹9,999/-(Save ₹2,500)
  • Digital Signature*
  • Director Identification No (DIN)
  • Name Search & Approval
  • MoA & AoA Drafting
  • Complete SPICe+ Filing
  • Incorporation Certificate (CIN)
  • Company PAN & TAN
Silver ₹24,999/-
₹31,999/-(Save ₹7,000)
  • Everything of Basic Plan +
  • INC-20A Filing
  • First Auditor Appointment (ADT1)
  • Shops Act Registration
  • 12A Provisional Registration
  • 80G Provisional Registration
  • NITI Aayog - Darpan ID
Most
Popular
Gold ₹34,999/-
₹42,999/-(Save ₹8,000)
  • Everything of Silver Plan +
  • DIN KYC (Upto Three Director)
  • Director Report & AGM Drafting
  • ROC Annual Return - ADT-1
  • ROC Annual Return - MGT-7
  • ROC Annual Return - AOC-4
  • Company ITR Filing

Eligibility Criteria for Section 8 Company

Section 8 Companies can be incorporated as either a Private Limited Section 8 Company or as a Public Limited Section 8 Company. Each structure has specific requirements mandated by the Ministry of Corporate Affairs under the Companies Act, 2013.

Directors Required

Two directors for private companies and three for public companies, as per Section 149. One must be an Indian resident having stayed 182+ days in India during the financial year as per Section 149(3).

Members Required

Two members for a private limited company or seven members for a public limited company, as per Section 3 of the Companies Act. Members can be individuals or entities subscribing to the company's charitable objectives.

Capital Requirements

Zero prescribed minimum capital for both structures. A company can be incorporated with/without share capital or as a guarantee company based on the preferred funding model under the Act.

Maximum Members

Private limited restricted to 200 members per Section 2(68), ensuring controlled growth. Public limited companies have no member limit, allowing for unlimited membership in large-scale operations.

Charitable Objects

Primary objectives must promote non-profit activities per Section 8(1)(a), including arts, science, education, sports, charity, social welfare, or environmental protection purposes.

Profit Distribution

AOA must prohibit dividend payments or profit distribution per Section 8(1)(b). All surplus must be reinvested toward charitable objectives for both private and public structures.

Important Note: The choice between private and public structure depends on your organisation's scale, funding requirements, and governance preferences. Most NGOs opt for a private limited structure due to simpler compliance requirements.

Section 8 Company Naming Requirements

As per Section 8 of the Companies Act, 2013, read with Rule 8(7) of the Companies (Incorporation) Rules, 2014, Section 8 Companies must follow distinctive naming conventions. Unlike regular companies using "Private Limited" or "Limited" suffixes, Section 8 Companies are prohibited from using these commercial identifiers. Instead, they must include specific words mandated under Rule 8(7) that clearly indicate their non-profit charitable character, ensuring transparency for stakeholders and regulatory authorities.

Mandatory Suffix Words as per Rule 8(7):

Foundation
Forum
Association
Federation
Chambers
Confederation
Council
Electoral Trust

Important Note: The law also includes the phrase "and the like, etc.", which means other similar words that reflect the company's non-profit objectives are generally permissible. Common examples that have been approved by the Registrar of Companies (ROC) include Society, Institute, Academy, and Club. However, the final decision on name availability and suitability rests with the ROC.

Documents Required for Section 8 Registration.

Documentation requirements vary based on whether you're incorporating a private/public limited company and whether it's with share capital or limited by guarantee. The following is the list of standard documents that are required for the incorporation of Section 8 companies.

From Directors / Members

Colour Photograph

Recent, clear, colored photograph with plain white background in JPEG format (max 2MB)

Aadhaar Card

Self-attested copy of Aadhaar card serves as proof of identity and address for KYC verification under the Aadhaar Act, 2016

PAN Card

Self-attested copy of Permanent Account Number (PAN) card mandatory for all Indian nationals as per the Income Tax Act, 1961

Address Proof

Recent utility bill (electricity, telephone) or bank statement not older than two months

For the Registered Office

Office Address Proof

Latest utility bill (electricity, gas) or property tax receipt showing complete address

NOC from Property Owner

Signed NOC on plain paper from the property owner, authorising use of premises as the company's registered office

Incorporation at communication address: Per Section 12(1) of the Companies Act, 2013, a private limited company can use a temporary "communication address" for incorporation, then establish a permanent registered office within 30 days and report it to the ROC via Form INC-22.

Section 8 Company Registration Process

The registration process varies based on your chosen
structure - the share capital versus guarantee model affects documentation significantly.

1

Step 1: Finalise Structure, Objectives & Documents

First, make two critical decisions: (1) Private limited vs public limited and (2) Share capital or guarantee structure. This decision fundamentally affects your MOA and AOA drafting. We help crystallise objectives and gather appropriate documents. Timeline: 1-2 Days

2

Step 2: Obtain Digital Signature Certificate (DSC)

Obtain Digital Signature Certificates for all proposed directors and subscribers from the government-authorised certifying agencies. DSC is mandatory for electronically signing all incorporation documents on the MCA V3 portal. Each director and subscriber must have a valid individual Digital Signature (DSC). Timeline: 1-2 Days

3

Step 3: Name Reservation Procedure

The name reservation process begins with filing SPICe+ Part A on the MCA V3 portal, where applicants propose two names in order of preference with significance and relevance to the main objects. The system provides real-time name availability checking, and upon submission with a ₹1,000 fee, the Registrar of Companies reviews for compliance with Rule 8A naming guidelines. Timeline: 2-3 Days (valid for 20 days)

4

Step 4: Draft Constitutional Documents (MOA & AOA)

Prepare Memorandum and Articles aligned with your structure - guarantee companies state guarantee amount without share provisions, while share capital companies specify authorised capital with share regulations. Include mandatory asset lock, prohibition on profit distribution, and dissolution clauses. Section 8 companies upload MOA/AOA as PDF attachments with digital signatures of all subscribers and witnesses. Timeline: 2-3 Days

5

Step 5: File SPICe+ Form for Incorporation

Submit SPICe+ Part B within 20 days of name approval, declaring company structure (shares/guarantee) with signed MOA/AOA, professional declaration (INC-14), applicant declaration (INC-15), 3-year projections, and office proof. Complete AGILE-PRO for PAN, TAN, EPFO, ESIC, and bank account opening. Pre-scrutinise, affix digital signatures, and submit with prescribed fees. Timeline: 1-2 Days

6

Step 6: MCA Scrutiny & Verification

ROC scrutinises the application with particular attention to whether the MOA/AOA correctly reflect the declared structure. Guarantee companies face a review of guarantee amounts; share companies face a capital structure review. Any discrepancy between the declared structure and the documents will result in rejection. Timeline: 5-7 Days

7

Step 7: Receive Licence & Certificate of Incorporation 🎉

Upon approval, you will receive two key documents: the Section 8 Licence (Form INC-16) and the Certificate of Incorporation containing a unique CIN. Guarantee companies can commence operations immediately; share capital companies must first file Form INC-20A (Declaration for Commencement of Business). Timeline: Immediate upon approval

Share Capital vs Limited by Guarantee Structure

Choosing between share capital and a guarantee structure fundamentally impacts your Section 8 company's operations, compliance requirements, and documentation. The guarantee model offers simpler compliance with no share-related complexities, while the share capital model follows traditional corporate structures. Most NGOs prefer the Private Limited by Guarantee structure for its operational simplicity and lower compliance burden.

Key AspectWith Share CapitalLimited by Guarantee
Capital & MembershipIssues share certificates; members hold shares with proportional voting rightsNo shares issued; members admitted with equal voting rights (one member, one vote)
Liability DeclarationMembers' liability limited to the unpaid amount on sharesMembers guarantee a fixed amount (typically ₹100-1,000) payable only upon winding up
MOA/AOA RequirementsStates authorised capital and share division; includes detailed share transfer regulationsStates "LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL"; excludes all share provisions
Compliance ObligationsMandatory Form INC-20A before operations; dematerialisation required for public companies; detailed MGT-7Can commence immediately post-incorporation; no demat requirements; simpler MGT-7 filing
Transfer RightsShares are transferable as per the AOA provisionsMembership is generally non-transferable; new members are admitted through application

Quick Takeaway: Choose Limited by Guarantee for simpler compliance and operations, or Share Capital if you need transferable ownership or proportional control rights.

FDI vs. FCRA: A Structural Comparison

FDI is permitted in section 8 companies as per current FDI Policy and a Section 8 Company can be formed either as a company limited by guarantee (most common for non-profits) or one with share capital. This choice has critical, direct implications for both FEMA and FCRA regulations. The following table breaks down the regulatory impact of a foreign national joining the board and becoming a member, depending on the company's structure.

NoAspectFDI (FEMA) Implication
(Applies to both types)		FCRA Implication
(If Company is Limited by Guarantee)		FCRA Implication
(If Company has Share Capital)
1Immediate Trigger?✅ Yes. Issuance of membership/shares to a non-resident is a reportable event.❌ No. As the company receives no funds or capital, a "foreign contribution" has not occurred.✅ Yes. The subscription money from the foreigner, even if nominal (e.g., ₹100), is a "foreign contribution."
2Governing AuthorityReserve Bank of India (RBI)Ministry of Home Affairs (MHA) - in the futureMinistry of Home Affairs (MHA) - immediately
3Action Required Now?Mandatory. Filing of Form FCGPR with the RBI to report the foreign holding.None. No FCRA filings are required at this stage.Mandatory. The company must obtain FCRA Prior Permission before accepting the share subscription money.
4Key ImpactA standard capital compliance to formalise the foreign stake.A strategic move that postpones FCRA compliance until foreign donations are sought.A significant regulatory hurdle complicates the incorporation process itself.

A Practical Approach to Defer FCRA Compliance 📝

The most practical approach is to incorporate a Section 8 company as a company limited by guarantee; this structure allows a foreign national to become a member without any initial capital transaction, meaning no "foreign contribution" is received. While this still requires mandatory FEMA reporting (by filing Form FCGPR), it strategically avoids triggering the FCRA. This method legally separates governance from funding, allowing your non-profit to operate with foreign expertise on its board while deferring the complex FCRA application process until you are ready to receive foreign donations.

Dematerialisation Rules for Section 8 Companies

The Ministry of Corporate Affairs mandates the dematerialisation of shares for all private companies, significantly impacting decisions related to Section 8 Company structures. Dematerialisation (Demat) converts physical share certificates into electronic format, held in Demat accounts for enhanced transparency and security per the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended via notification G.S.R. 802(E) dated October 27, 2023.

For Companies With Share Capital

Private & public Section 8 Companies must meet Rule 9B dematerialisation mandates; deadline June 30, 2025, per MCA notification. This requires facilitating electronic shareholding through Demat accounts, adding compliance layers and depository participant fees.

For Companies Limited by Guarantee

A significant advantage: since guarantee companies do not issue shares, dematerialisation rules are completely inapplicable. This eliminates an entire compliance domain, making the guarantee model substantially simpler for most non-profits.

Post-Incorporation Registrations & Licences

After successfully incorporating your Section 8 company, several critical registrations are required to enable tax benefits, fundraising capabilities, and regulatory compliance. These registrations apply equally to both private and public Section 8 companies, transforming your newly formed entity into a fully operational NGO capable of receiving donations and grants from various sources.

GST Registration

Mandatory when turnover exceeds ₹20 lakhs (₹10 lakhs in special states). Required for inter-state supply regardless of turnover per the CGST Act.

Go

NITI Aayog Darpan

Essential for government grants. Provides a Unique ID, maintaining a centralised NGO database for transparency and public funding opportunities.

Go

Section 12A Registration

Income tax exemption for NGO. Provisional 3-year registration for new entities, then 5-year final registration requiring periodic renewal.

Go

Section 80G Certificate

Enables donors to claim a 50% tax deduction on donations. Valid for 5 years with renewal. Critical for attracting individual and corporate funds.

Go

FCRA Registration

Mandatory for foreign donations. Requires 3 years of operations with ₹15 lakh domestic spending. Foreign investments are treated as contributions.

Go

Annual Compliance Filing

File MGT-7 annual return and AOC-4 financial statements yearly. Conduct AGM within 6 months. Maintain statutory registers and minutes.

Go

CSR-1 Registration with ROC: CSR-1 registration requires an NGO, public trust, or Section 8 company to hold valid 12A and 80G certificates under the Income Tax Act, 1961. Additionally, independent entities must show at least three years’ track record in similar activities, but those set up by a company, group, or government are exempt from this experience requirement

Frequently Asked Questions

  • All
  • General Information
  • Eligibility & Requirements
  • Documentation & Process
  • Cost
  • Timeline & Process
  • Compliance

Yes, Section 8 Companies can be incorporated as either private limited or public limited entities. Private limited requires a minimum of 2 promoters per Section 3(1)(b), while public limited requires a minimum of 7 promoters per Section 3(1)(a) of the Companies Act, 2013. Most NGOs choose a private limited company for simpler compliance.

A Section 8 Company operates as a non-profit organisation under Section 8 of the Companies Act, 2013, promoting charitable objectives. Unlike regular companies, it's legally prohibited from distributing profits as dividends and must reinvest all surplus toward charitable objectives per Section 8(1)(b).

Yes, Section 8 Companies can generate profits from charitable activities, donations, or service fees. However, these profits must be applied exclusively toward promoting company objectives and cannot be distributed as dividends to members under any circumstances.

Section 8 Company registers under the Companies Act with MCA, offering a corporate structure, limited liability, and nationwide recognition. Trusts follow the Indian Trusts Act, which provides simpler formation but less democratic governance. Societies register under state-specific Acts with regional limitations.

Yes, both private and public Section 8 Companies enjoy unrestricted pan-India operations upon MCA registration. They can establish branches, conduct activities, and receive donations anywhere in India without separate state registrations.

Yes, conversion is possible, but it is a complex process. Private to public requires increasing the number of members to a minimum of 7 and directors to a minimum of 3. Public to private requires altering its Articles of Association by a special resolution and obtaining approval from the National Company Law Tribunal (NCLT) per Section 14(1) read with Rule 41 of Companies (Incorporation) Rules, 2014.

Private Section 8 offers simpler formation (2 vs. seven promoters), easier governance (2 vs. three directors), a member limit that provides control (200 max per Section 2(68)), and a reduced compliance burden while maintaining all tax benefits and enabling nationwide operations.

Private Limited Section 8 requires a minimum of 2 directors and two members, with a maximum of 200 members per Section 2(68). Public Limited Section 8 requires a minimum of 3 directors and seven members, with no maximum limit. Both require a resident director to stay in India for 182 days or more during the financial year.

Yes, foreign nationals and NRIs can serve as directors after obtaining a DIN and submitting the required proofs. However, at least one director must be an Indian resident, as per Section 149(3), regardless of whether the structure is private or public.

Per Section 3A, if members fall below 7 (public) or 2 (private) and the company continues operating for over 6 months, remaining members become severely liable for company debts contracted during that period and can be sued individually.

Permitted objectives include promotion of commerce, arts, science, sports, education, research, social welfare, religion, charity, and environmental protection per Section 8(1)(a). Objectives must benefit the public at large, not specific groups.

Directors must be a minimum of 18 years old, with no upper limit. Members can be of any age, although minors will be represented by their legal guardians. This applies to both private and public structures.

The MOA for guarantee companies must explicitly state "COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL" and specify each member's guarantee amount for winding up. Share capital companies' MOA details authorised capital and share division. The AOA for guarantee companies completely excludes share-related provisions, focusing on membership admission and rights. Share capital companies' AOA contains comprehensive share regulations.

The name of Section 8 Company cannot include "Private Limited" or "Limited". Must end with Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust, or similar words indicating non-profit nature per Rule 8 of Companies (Incorporation) Rules, 2014.

No, Form INC-20A (Commencement of Business) is only mandatory for Section 8 companies with share capital. Companies limited by guarantee (both private and public) are exempt and can begin operations immediately.

When filing SPICe+ forms, you must explicitly declare whether the Section 8 Company is "limited by shares" or "limited by guarantee". The ROC specifically verifies that your draft MOA and AOA align with the declared structure. Any mismatch results in application rejection.

SPICe+ Part B remains the same integrated form, but for public Section 8, it must include details of all seven minimum subscribers and three directors, versus two each for private. Processing may take longer due to additional verification.

Base government fees are similar (₹2,000 for nominal capital companies). Still, public Section 8 incurs higher costs due to more directors requiring DSC (₹1,000-2,000 each) and potentially higher professional fees for managing a larger subscriber base.

Stamp duty on incorporation documents varies by state. Some states offer exemptions or concessions for Section 8 Companies, while others levy the same duty as regular companies. Verify the state-specific Stamp Act for benefits.

Yes, directors in both private and public Section 8 Companies can receive reasonable remuneration for professional services, subject to board approval and AoA provisions. Must reflect actual services, not disguised profit distribution.

The basic timeline remains 15-20 working days, but the public Section 8 may take 3-5 additional days due to the verification of 7 subscribers versus 2 for private. More complex documentation can extend processing time.

Both private and public Section 8 Companies with share capital must comply with the mandatory dematerialisation requirement as per Rule 9B. Companies limited by guarantee (either structure) are exempt as they don't issue shares.

Guarantee companies (private or public) start immediately post-incorporation. Share capital companies must file Form INC-20A per Section 10A before operations, regardless of private or public status.

Section 8 licence in Form INC-16 is perpetual for both private and public companies unless revoked for non-compliance under Section 8(7)—no renewal required, unlike tax registrations.

Both must conduct a minimum of 2 board meetings, hold AGM within 6 months, file Form MGT-7, and Form AOC-4. Public companies face additional requirements, such as more detailed disclosures and potentially higher quorum requirements.

Yes, but only with FCRA registration after 3 years of operation. Important: Any foreign investment in Section 8 Companies is treated as a foreign contribution under FCRA, not FDI, requiring prior permission or FCRA registration.

Violation leads to licence revocation under Section 8(7), penalties, directors' liability, and potential winding up. This applies equally to private and public Section 8 Companies.

Both structures enjoy exemptions: no "Limited" in name, 14 clear days' notice for general meetings, exemption from Section 165 directorship limits, and a lower board meeting quorum per MCA Notification G.S.R. 466(E).

Both private and public Section 8 Companies with 3 3-year history must file Form CSR-1 for a CSR Registration Number. Public companies may attract larger CSR funds due to perceived scale and reach.