Section 8 Company Registration in India
Section 8 company registration for non profit organisations under the Companies Act 2013. Updated for the 2019 SPICe+ integration and the current 12A and 80G registration regime. End to end incorporation by a Practicing Company Secretary.
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How Section 8 Company Registration Was Simplified in 2019
For a long time, Section 8 company registration in India involved a separate INC 12 application to the Regional Director for the Section 8 licence, followed by a separate incorporation filing. The Companies (Incorporation) Sixth Amendment Rules 2019 changed this. For new incorporations, the Section 8 licence application is now integrated into the SPICe+ form. The Regional Director examines the objects, project plan and financial projections during SPICe+ approval. INC 12 is reserved for existing companies that want to convert to Section 8.
From a CS practice perspective, this simplification reduced the Section 8 incorporation timeline from over a month to fifteen to twenty five working days. The trade off is that the Memorandum, Articles, project plan and financial projections need to be drafted carefully at the SPICe+ stage itself, because the Regional Director will reject the licence application if the objects are vague or the project plan looks unrealistic.
The 12A and 80G registration regime was overhauled with effect from financial year 2021 22. Every existing 12A and 80G entity had to re register on the Income Tax portal. New Section 8 companies can apply for provisional 12A and 80G registration at incorporation, valid for three years, with full registration to be obtained later based on activity. Re validation is required every five years thereafter.
Why Choose Section 8 Company Over a Trust or Society
Three reasons drive the choice for serious non profit founders. First, pan India recognition. A Section 8 company is recognised across India under a central statute, unlike a state level trust or society. Second, governance. A Section 8 company has a board of directors, MOA and AOA, and the same statutory audit and ROC compliance as a private limited company. This governance bar is what large donors, CSR teams and foreign funders look for. Third, conversion flexibility. A Section 8 company can be converted into a private limited if the founders later decide to pivot.
Section 8 Company vs Trust vs Society
| Parameter | Section 8 Company | Trust | Society |
|---|---|---|---|
| Governing law | Companies Act 2013 | Indian Trusts Act 1882 | Societies Registration Act 1860 |
| Registering authority | MCA via SPICe+ | Sub registrar of state | Registrar of Societies of state |
| Pan India recognition | Yes | Limited | Limited |
| Minimum members | 2 | 2 trustees | 7 |
| Donor credibility | Highest | Moderate | Moderate |
| CSR funds eligibility | Eligible with CSR 1 | Eligible with 12A, 80G and CSR 1 | Eligible with 12A, 80G and CSR 1 |
| Annual MCA filings | AOC 4, MGT 7, ADT 1, DIR 3 KYC | Lower | Annual return to Registrar of Societies |
| Conversion to for profit | Possible via Section 8 to pvt ltd | Complex | Complex |
Eligibility for Section 8 Company Registration
- Minimum two directors and two members, who can be the same individuals
- At least one director must be an Indian resident
- Objects must be exclusively charitable, educational, scientific, religious, social welfare, environmental, cultural or similar non profit in nature
- Profits must be applied solely to the promotion of the objects and cannot be distributed as dividends
- The proposed name should reflect the non profit character, ending with words like Foundation, Forum, Council, Federation or similar
Documents Required for Section 8 Company Registration
Step by Step Section 8 Company Registration Process
- Name reservation through SPICe+ Part AThe proposed name should reflect non profit objects and end with words such as Foundation, Forum or Council. Two name options can be filed. Approval typically arrives in one to two working days.
- Class 3 DSC and DIN allotmentDSC is mandatory for every director. DIN is allotted within the SPICe+ filing for first time directors.
- Drafting of MOA in INC 13, AOA and project planOur team prepares the Memorandum in the prescribed form INC 13, the Articles of Association and the project plan with three year financial projections. These documents are critical to Regional Director approval.
- SPICe+ Part B with integrated Section 8 licenceThe integrated form covers the Section 8 licence application, incorporation, PAN and TAN. The Regional Director examines objects, project plan and financial projections during this stage.
- Certificate of Incorporation with Section 8 licenceThe ROC issues the Certificate of Incorporation along with the Section 8 licence, CIN, PAN and TAN. The Section 8 company is now legally registered and can commence its non profit operations.
Post Incorporation Steps for a Section 8 NGO
Three filings unlock the full value of the Section 8 structure. First, provisional 12A registration with the Income Tax Department, applied through form 10A on the Income Tax portal, exempts the surplus income of the Section 8 company from tax. Second, provisional 80G recognition, also through form 10A, allows donors to claim deduction on donations to your entity. Third, CSR 1 registration with the MCA is mandatory if the Section 8 company intends to receive CSR funds from companies under section 135. We handle the incorporation and CSR 1 ourselves and refer 12A and 80G applications to a verified income tax specialist.
A common founder mistake is delaying the 12A and 80G applications until the first donation arrives. By that point, the donor expects an 80G receipt and the founder scrambles. Apply for provisional 12A and 80G in the same quarter as incorporation. Re validation comes due five years later and is also a fixed timetable.
Frequently Asked Questions on Section 8 Company Registration
Is the INC 12 step still required for a new Section 8 company in 2026?
For new incorporations, the Section 8 licence is granted through SPICe+ itself; the older INC 12 process is now reserved for existing companies converting to Section 8. The Companies (Incorporation) Sixth Amendment Rules 2019 streamlined the licence into the integrated SPICe+ workflow. The Regional Director examines the objects and project plan during SPICe+ approval.
How long does Section 8 company registration take?
Fifteen to twenty five working days from the day signed documents reach us. The timeline is longer than a regular pvt ltd because the SPICe+ approval involves additional scrutiny of the objects, the project plan and the financial projections by the Regional Director.
What are the minimum requirements for Section 8 company registration?
Two directors and two members minimum, with at least one director being an Indian resident. No minimum paid up capital is required. The objects must be exclusively charitable, educational, scientific, religious, social welfare, environmental or similar non profit in nature. Profits must be applied solely to the objects of the company and cannot be distributed.
How is a Section 8 company different from a trust or society?
A Section 8 company is governed by the Companies Act 2013 and registered with the MCA. A trust is registered under the Indian Trusts Act 1882 with the sub registrar of the state. A society is registered under the Societies Registration Act 1860 with the Registrar of Societies. Section 8 companies have pan India recognition and the strongest credibility with donors, banks and CSR funders.
Does a Section 8 company qualify for 12A and 80G under the new tax regime?
A Section 8 company can apply for 12A registration to exempt its surplus income from tax, and 80G recognition to allow donors to claim deduction on donations. The Income Tax Department now requires re registration every five years and provisional registration for newer entities. We refer the 12A and 80G applications to a verified income tax specialist; our practice handles the incorporation and CSR 1 compliance.
Is CSR 1 registration mandatory if my Section 8 company will receive CSR funds?
Yes. Under section 135 of the Companies Act, any non profit entity that intends to receive Corporate Social Responsibility funding from companies must register with the MCA in form CSR 1. The CSR 1 is mandatory for the donor company to claim CSR credit. We handle the CSR 1 filing as part of our Section 8 incorporation engagement when relevant.
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