How to Register a Section 8 Non Profit Company in India

A Section 8 Company is the most credible and well-regulated non-profit organization structure available in India. Registered under Section 8 of the Companies Act 2013, it combines the governance standards of a company with the charitable mission of a non-profit, making it the preferred choice for organizations that want to receive CSR funding, foreign donations, government grants, and institutional support.

Unlike trusts and societies, a Section 8 Company is governed by the same Companies Act that applies to for-profit companies, which means it must maintain proper books of accounts, get audited, file annual returns with the MCA, and follow corporate governance norms. This gives it superior credibility with donors, government agencies, corporate partners, and international organizations. This guide explains the complete process of registering a Section 8 Company in India in 2026, from obtaining the Section 8 License to setting up post-incorporation compliance.

What is a Section 8 Company

A Section 8 Company is a non-profit organization registered under Section 8 of the Companies Act 2013. It is formed exclusively for promoting charitable objects such as commerce, art, science, education, sports, social welfare, religion, environmental protection, research, or any other useful purpose.

Key Features

• Non-profit mandate: All income and profits must be applied solely towards the company's charitable objects. No dividend, bonus, or profit distribution to members is allowed
• Separate legal entity: Like any company, it has a distinct legal identity, can own property, enter contracts, sue, and be sued in its own name
• Limited liability: Members' liability is limited to their guarantee amount (typically 1,000 to 10,000 rupees) or unpaid share value
• No "Limited" or "Private Limited" suffix: The MCA grants a license exempting the company from using these words. It can use names like Foundation, Forum, Association, Council, or Federation
• Governed by Companies Act: Subject to the same governance, accounting, audit, and filing requirements as for-profit companies
• CSR eligible: Qualified to receive Corporate Social Responsibility funds from companies under Section 135
• Tax exempt with 12A: Income is exempt from tax when applied towards charitable purposes after obtaining 12A registration

Section 8 Company vs Trust vs Society

Eligible Charitable Objects

Under Section 8 of the Companies Act 2013, a company can be formed for any of the following objects:

• Promotion of commerce, trade, and industry - Trade associations, industry bodies, export promotion councils
• Promotion of art, science, and technology - Research institutions, innovation labs, science foundations
• Promotion of education and research - Schools, colleges, research organizations, scholarship foundations
• Promotion of sports - Sports academies, athletic training centers, sports development organizations
• Social welfare and charity - Poverty alleviation, healthcare, skill development, women empowerment
• Protection of environment - Conservation organizations, sustainability initiatives, climate action groups
• Promotion of religion - Religious trusts, temple management, spiritual education
• Any other useful object - Animal welfare, disaster relief, rural development, digital literacy

Documents Required

Step 1: Obtain DSC and DIN for All Directors

Before starting the Section 8 License application, all proposed directors must have their Digital Signature Certificates and Director Identification Numbers ready.

DSC Application

1. Apply with a Certifying Authority (eMudhra, Sify, CDAC)
2. Submit PAN, Aadhaar, photograph, email, and phone number
3. Complete video verification
4. DSC is issued within 1 to 3 working days on a USB token
5. Cost: 800 to 2,000 rupees per person

DIN Application

• DIN for up to 3 directors can be obtained through the SPICe+ form during incorporation
• Additional directors apply separately using Form DIR-3
• Existing DIN holders do not need a new DIN

Step 2: Apply for Section 8 License (Form INC-12)

This is the most critical and time-consuming step. The Section 8 License must be obtained from the Regional Director of the MCA before filing for incorporation.

Filing Form INC-12

1. Log in to the MCA portal at mca.gov.in
2. Navigate to Form INC-12 (Application for License under Section 8)
3. Fill in the proposed company name, objects, details of directors, and registered office address
4. Upload the draft MOA and AOA
5. Upload the estimated income and expenditure statement for the next 3 years
6. Upload declarations by each director stating they have not been convicted of any offence and the income will be applied solely for the company's objects
7. Upload a brief description of the proposed charitable work including target beneficiaries, geographic area, and implementation plan
8. Digitally sign using DSC and submit

Regional Director Examination

The Regional Director carefully examines the application to ensure:

• The objects are genuinely charitable and fall within Section 8's permitted categories
• The projected income and expenditure are realistic and align with the stated objects
• The promoters have the background and capability to carry out the proposed activities
• The MOA and AOA contain proper non-profit clauses

The Regional Director may publish a notice inviting objections from the public for a period of 30 days. If no valid objections are received and the application is in order, the license is granted. This step typically takes 15 to 30 working days.

Step 3: Reserve the Company Name

After receiving the Section 8 License, apply for name reservation through RUN or SPICe+ Part A.

Naming Rules for Section 8 Companies

• The name does not need to include "Limited" or "Private Limited" - this exemption is granted through the Section 8 License
• Common suffixes used: Foundation, Forum, Association, Council, Federation, Chamber, Institute, Centre, Academy
• The name should reflect the charitable purpose of the organization
• It must not be identical or similar to any existing company, LLP, or trademark
• The name reservation fee is 1,000 rupees and is valid for 20 days

Step 4: Draft MOA and AOA

Mandatory MOA Clauses for Section 8

• Objects Clause: Must clearly define the charitable purpose within Section 8's permitted categories
• Non-profit Clause: Explicit statement that profits and income shall be applied solely towards promoting the company's objects
• No dividend Clause: No portion of income or property shall be paid or transferred to members by way of dividend, bonus, or otherwise
• Dissolution Clause: Upon winding up, remaining assets shall be transferred to another Section 8 Company or similar non-profit organization with similar objects, and not distributed among members
• Guarantee Clause: Each member guarantees to contribute a specified amount (typically 1,000 to 10,000 rupees) towards winding up costs if required

Key AOA Provisions

• Board composition, appointment, and rotation of directors
• Meeting procedures for board meetings and general meetings
• Membership admission, rights, and removal procedures
• Financial management, accounting policies, and audit requirements
• Powers and duties of office bearers (President, Secretary, Treasurer)
• Amendment procedures for MOA and AOA

Step 5: File SPICe+ for Incorporation

After receiving the Section 8 License and name approval, file SPICe+ on the MCA portal for formal incorporation.

SPICe+ Filing for Section 8

1. Log in to mca.gov.in and select SPICe+
2. In Part B, select company type as "Section 8"
3. Enter details of directors, subscribers, authorized capital (can be as low as nil for companies limited by guarantee), and registered office
4. Upload the Section 8 License received from the Regional Director
5. Upload e-MOA (INC-33) and e-AOA (INC-34) signed by all subscribers
6. Upload declarations by directors (INC-9) and professional certification
7. Upload registered office proof documents
8. Fill AGILE-PRO-S for PAN, TAN, and bank account
9. Digitally sign and submit

The RoC typically processes Section 8 incorporation applications within 5 to 7 working days.

Step 6: Post-Incorporation Registrations

12A Registration (Tax Exemption for the Company)

Apply for 12A registration using Form 10A on the Income Tax e-filing portal. This makes the company's income exempt from income tax when applied towards charitable purposes. Without 12A, the company would be taxed at normal corporate rates.

• First-time registration is provisional for 5 years
• After 5 years or upon receiving 1 crore in aggregate donations, apply for permanent registration using Form 10AB
• Application fee: Free

80G Registration (Tax Benefit for Donors)

Apply for 80G registration along with 12A using Form 10A. This allows donors to claim 50 percent or 100 percent tax deduction on their donations to the company.

• Makes the organization attractive to individual and corporate donors
• Essential for fundraising and donor engagement
• Also provisionally granted for 5 years initially

CSR Registration

File Form CSR-1 on the MCA portal to obtain a CSR Registration Number. This is mandatory for receiving CSR funds from companies.

NGO Darpan (NITI Aayog)

Register on ngodarpan.gov.in to get a unique NGO Darpan ID. This is required for accessing government grants, schemes, and partnerships.

Annual Compliance Requirements

Cost Summary: Section 8 Company Registration in 2026

Common Mistakes to Avoid

1. Vague or commercial-sounding objects: The Regional Director scrutinizes the objects carefully. If they sound like a for-profit business (like "providing consultancy services" without charitable framing), the license will be rejected. Frame objects clearly within charitable categories
2. Unrealistic financial projections: The 3-year income and expenditure estimate must be realistic and consistent with the stated objects. Projecting crores of income without a credible funding plan raises red flags
3. Missing non-profit clauses in MOA: The MOA must explicitly state that no profits will be distributed to members and that upon dissolution, assets will go to another non-profit. Missing these clauses will cause rejection
4. Filing SPICe+ before getting the Section 8 License: The license from the Regional Director must be obtained first. Many applicants try to file SPICe+ without the license and face rejection
5. Not applying for 12A and 80G promptly: Without 12A, the company's income is taxable. Without 80G, donors cannot claim tax deductions. Apply within 6 months of incorporation
6. Ignoring CSR-1 registration: If you plan to receive CSR funds from corporations, CSR Registration is mandatory. File Form CSR-1 on the MCA portal as soon as possible after incorporation
7. Missing the 85 percent spending rule: Under 12A, at least 85 percent of income must be applied towards charitable purposes each year. Failure to spend adequately can result in taxable income and potential revocation of exemption

Conclusion

A Section 8 Company is the gold standard for non-profit organizations in India. Its regulated structure under the Companies Act, mandatory audit and annual filings, and eligibility for CSR funding and tax exemptions make it the most credible vehicle for charitable activities, social enterprises, and impact-driven organizations.

The registration process takes 30 to 45 days, with the Section 8 License from the Regional Director being the most time-consuming step. The total cost ranges from 8,000 to 20,000 rupees. After incorporation, securing 12A, 80G, and CSR registrations unlocks the full spectrum of tax benefits and funding opportunities.

If you are planning to register a Section 8 Company, need help with the Section 8 License application, or want expert guidance on structuring your non-profit for maximum impact and compliance, our team at IncorpX can assist you through the entire process.