Section 8 Company — How to Register an NGO or Non-Profit in India

Most people assume that running a charitable organisation means operating informally — collecting donations, spending on a cause, and keeping rough accounts. That works up to a point. But the moment you want to open a bank account in the organisation's name, receive CSR funds from companies, or apply for government grants, you need a formal legal structure. A Section 8 Company is one of the most preferred ways to do that in India.

Here is everything you need to know — what it is, who can form one, and exactly how to register it.

What is a Section 8 Company

A Section 8 Company is a company registered under the Companies Act, 2013, specifically for promoting commerce, art, science, sports, education, research, social welfare, religion, charity, or environmental protection. The key condition is that any profits earned must be applied towards the stated objectives — they cannot be distributed as dividends to members.

It gets its name from Section 8 of the Companies Act, 2013, which governs such entities. Unlike a trust or a society (which are registered under state laws), a Section 8 Company is registered at the central level with the Ministry of Corporate Affairs (MCA) and enjoys a uniform legal framework across India.

Who Should Register as a Section 8 Company

If you are running or planning to run an NGO, foundation, welfare organisation, or any non-profit initiative and you want to receive CSR funds, foreign contributions (under FCRA), or institutional grants, a Section 8 Company is the right structure. Banks and donors tend to take it more seriously than an unregistered body or even a society, because it comes with mandatory audit requirements and MCA oversight.

Eligibility

• Minimum 2 members (individuals or companies)
• No minimum capital requirement
• At least 2 directors (can be the same as members)
• The objective must fall within the categories listed under Section 8
• Profits, if any, must be used only for the stated charitable purpose

Documents Required

For Directors/Members:

• PAN Card
• Aadhaar Card
• Passport-size photograph
• Latest bank statement or utility bill (as address proof)
• Email ID and mobile number

For Registered Office:

• Rent agreement or ownership proof
• NOC from the owner (if rented)
• Utility bill (not older than 2 months)

Others:

• Draft Memorandum of Association (MoA) stating the charitable objectives
• Draft Articles of Association (AoA)
• Declaration by directors in Form INC-14 (declaration that the company will comply with Section 8 requirements)
• Estimated income and expenditure for next 3 years

The Registration Process

Step 1 — Obtain DIN and DSC Each proposed director must have a Director Identification Number (DIN) and a Digital Signature Certificate (DSC). If they do not already have one, these are applied for first.

Step 2 — Name Reservation via RUN Apply for name reservation through the RUN (Reserve Unique Name) portal on MCA. The name should reflect the charitable nature of the organisation — words like "Foundation", "Association", "Council", "Institute" are commonly used.

Step 3 — Apply for Licence under Section 8 Before incorporation, you must apply for a licence from the Central Government (Regional Director, MCA) in Form INC-12. This application includes the draft MoA, AoA, a declaration by an advocate or CA/CS/CMA (Form INC-14), and a declaration by the proposed directors (Form INC-15), along with the estimated income-expenditure statement.

Step 4 — Incorporation via SPICe+ Form Once the licence is granted, file the SPICe+ form on the MCA portal for actual incorporation. This includes filing of MoA (INC-33) and AoA (INC-34) in linked e-forms.

Step 5 — Certificate of Incorporation On approval, MCA issues the Certificate of Incorporation along with the CIN (Corporate Identity Number). The company is now legally registered.

Forms Filed

Key Benefits of a Section 8 Company

A Section 8 Company enjoys certain privileges that a regular private limited company does not. Stamp duty on incorporation is exempt. It can receive foreign contributions subject to FCRA registration. It is eligible to receive CSR funds from companies under Schedule VII of the Companies Act. Income applied to charitable objectives may also be eligible for tax exemptions under Sections 12A and 80G of the Income Tax Act — though those are separate registrations with the Income Tax Department.

What Happens After Registration

After incorporation, the company must maintain proper books of accounts, get them audited annually, and file annual returns (MGT-7) and financial statements (AOC-4) with the ROC every year — just like any other company. Non-compliance attracts penalties, and the licence can be revoked if the company is found to be operating outside its stated objectives or distributing profits to members.

A Section 8 Company is not a one-time registration and done. It comes with ongoing compliance, which is exactly what gives it credibility in the eyes of donors, CSR committees, and government bodies.

If you are planning to set one up and want a professional to handle the registration end to end, our office works on these regularly.