You have a cause, a few committed founders and perhaps a CSR sponsor already asking for your registration details. The hard part is choosing the right legal structure and getting it approved without months of back-and-forth with the Registrar or the income-tax department.
Section 8 company registration is the most credible way to set up a non-profit in India today. It is done online on the MCA V3 portal through SPICe+, where the Central Registration Centre issues the Certificate of Incorporation and the Section 8 licence together, usually within 3 to 6 weeks. After that, you add 12A/12AB and 80G registration, CSR-1 and NGO Darpan so that you can actually raise donations and CSR funds.
What Is a Section 8 Company?
A Section 8 company is a company licensed by the Central Government (through the Registrar) to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or similar objects. Its profits, if any, are applied only to these objects, and no dividend can be paid to members.
Because it is a company, it has a separate legal identity, perpetual succession and the ability to own property and sign contracts in its own name. Its name does not need the word "Limited" and typically ends with words like Foundation, Forum, Association, Federation or Council.
In our practice we often see that CSR teams of large corporates, foreign foundations and government grant bodies are more comfortable with a Section 8 company than with a trust or society, because governance is transparent and filings are publicly visible on the MCA portal.
Section 8 Company vs Trust vs Society
Before you commit to Section 8 company formation, compare the three common NGO structures.
| Point | Section 8 Company | Public Trust | Society |
|---|---|---|---|
| Governing law | Companies Act, 2013 | Indian Trusts Act / state trust laws | Societies Registration Act, 1860 / state acts |
| Registering authority | Registrar of Companies (MCA) | Sub-Registrar / Charity Commissioner | Registrar of Societies |
| Minimum founders | 2 directors (private) | 1 settlor, usually 2+ trustees | Usually 7 members |
| Regulatory oversight | MCA filings, public records | Limited, varies by state | Moderate, varies by state |
| Change in management | Easy via board / members | Difficult, depends on deed | Needs general body approval |
| Credibility with CSR donors | High | Moderate | Moderate |
| Annual compliance | Higher | Lower | Moderate |
| Operates pan-India | Yes | Yes | Depends on registration |
A trust suits a family-run charity with a small, stable group of trustees. A society suits a membership-based association. A Section 8 company suits NGOs that plan to scale, raise CSR money, hire staff and bring in professional board members.
Eligibility and Permitted Objects
- Objects must fall within charitable or promotional purposes such as education, healthcare, poverty relief, skill development, environment, sports, art, research or promotion of commerce and industry.
- The MoA must prohibit payment of dividend and require income to be applied only to its objects.
- A private Section 8 company needs at least 2 directors and 2 subscribers; a public one needs at least 3 directors.
- At least one director must be resident in India (stayed 182 days or more in the previous financial year).
- Individuals, companies, LLPs and other bodies can be members, subject to the usual KYC requirements.
- There is no minimum paid-up capital; many NGOs start with ₹10,000 to ₹1,00,000 of share capital, or incorporate as a company limited by guarantee.
A common trap is drafting objects too widely, for example adding "trading" or "consultancy for profit". The Registrar will question objects that look commercial. Get the MoA and AoA drafting right at the start, because the objects clause will be reused in your 12A, 80G and CSR-1 applications.
Documents Required for Section 8 Company Registration
| Document | Who / What | Notes |
|---|---|---|
| PAN card | Each director and subscriber | Mandatory for Indian nationals |
| Aadhaar / passport | Each director and subscriber | Passport compulsory for foreign nationals |
| Address proof | Each director and subscriber | Bank statement or utility bill, not older than 2 months |
| Photograph | Each director and subscriber | Recent passport-size |
| DSC | Proposed directors and subscribers | Class 3 DSC |
| Registered office proof | Company | Electricity or water bill, not older than 2 months |
| Rent agreement / NOC | Owner of premises | NOC even if a founder owns the property |
| MoA in INC-13 | Company | Charitable objects, no-dividend clause |
| AoA | Company | Governance and membership rules |
| INC-14 | Practising CA, CS, CMA or advocate | Declaration that the MoA and AoA follow Section 8 |
| INC-15 | Each subscriber | Declaration of compliance with Section 8 |
| Income and expenditure estimate | Company | Projections for the next 3 years, source of funds |
Keep the income and expenditure estimate realistic. We have seen applications held up because the projections showed large "consultancy income" with little spending on the stated objects.
Step-by-Step Section 8 Company Registration Process
- Obtain DSCs. Apply for Class 3 Digital Signature Certificates for all proposed directors and subscribers. This usually takes 1 to 2 working days after video verification.
- Reserve the name. Use SPICe+ Part A on the MCA V3 portal to propose up to two names. Choose names with words such as Foundation, Council or Association, and avoid names that suggest a government link. An approved name is valid for 20 days for filing Part B.
- File SPICe+ Part B with the licence application. For new companies the Section 8 licence request is built into SPICe+. Fill in capital, registered office, director and subscriber details; DINs are allotted through the form.
- Attach INC-13, AoA, INC-14 and INC-15. Upload the MoA in Form INC-13, the AoA, the professional's declaration in INC-14, each subscriber's declaration in INC-15 and the 3-year income and expenditure estimate, together with KYC and office proofs.
- Complete linked forms and pay fees. File AGILE-PRO-S (INC-35) for EPFO, ESIC and bank account where relevant, affix DSCs, and pay the MCA fee and state stamp duty online.
- Respond to CRC queries. The Central Registration Centre may raise resubmission remarks, commonly on objects, name or office proof. Reply within the time allowed.
- Receive the COI and licence. On approval, the Registrar issues the Certificate of Incorporation with CIN and the Section 8 licence in Form INC-16.
- Get PAN and TAN. PAN and TAN are generated with the incorporation certificate. If there is a mismatch or delay, our PAN and TAN desk can follow it up with the department.
- Open the bank account. Open a current account in the company's name using the COI, PAN, MoA, AoA and a board resolution. We regularly help with current account opening for new NGOs because banks ask for more documents from non-profits.
- Apply for 12A/12AB and 80G. On incometax.gov.in, file Form 10A for provisional registration under both provisions. Provisional approval is valid for 3 years, and the company must then apply for regular registration in Form 10AB within the prescribed window. These registrations continue under the Income-tax Act, 2025.
- File CSR-1 on MCA. Once 12A and 80G are in place, file Form CSR-1 on the MCA portal to become eligible to receive CSR funds from companies.
- Register on NGO Darpan. Create a profile on the NITI Aayog NGO Darpan portal to get a unique ID, which many government schemes and grant applications ask for.
- Plan FCRA later. Foreign contributions need FCRA registration, which typically requires about 3 years of activity. A new NGO with a specific foreign donor can explore the prior permission route instead.
How Long Does It Take?
| Stage | Typical time |
|---|---|
| DSC | 1 to 2 working days |
| Name approval (SPICe+ Part A) | 2 to 4 working days |
| Drafting MoA, AoA, declarations, projections | 3 to 5 working days |
| CRC processing, COI and licence | 2 to 4 weeks |
| Bank account | 3 to 10 working days |
| 12A/12AB and 80G provisional | About 1 month from filing |
| CSR-1 | A few working days after 12A and 80G |
Overall, expect 3 to 6 weeks for incorporation and licence, and around 2 to 3 months until the NGO can accept CSR money.
Tax Exemption and Donor Benefit: A Worked Example
Registration under 12A/12AB lets the company claim exemption on income applied to its objects. The key condition is that at least 85% of income must be applied to the objects during the year, with any shortfall accumulated only in the prescribed manner.
Suppose a Section 8 education foundation receives ₹20,00,000 in donations and grants in a year. It must apply at least ₹17,00,000 (85%) to its objects such as teacher salaries, study material and scholarships. If it spends only ₹14,00,000, the unapplied ₹3,00,000 needs to be accumulated formally or risks being taxed.
80G registration helps donors. For most 80G institutions, a donor who gives ₹1,00,000 can claim a deduction of 50%, that is ₹50,000, subject to the qualifying limit. This deduction is available only if the NGO files Form 10BD and issues Form 10BE certificates.
Post-Registration Compliance Calendar
A Section 8 company is not a small company, even if its turnover is tiny, so it follows full-form compliance. Our NGO accounting team maintains fund-wise books so that these filings reconcile with the income-tax returns.
| Compliance | Form | Due date / timing |
|---|---|---|
| Appoint first auditor | Board resolution, ADT-1 | Within 30 days of incorporation |
| Commencement of business | INC-20A | Within 180 days, if it has share capital |
| Donation statement to tax department | Form 10BD | 31 May |
| Donation certificates to donors | Form 10BE | 31 May |
| Deposit declaration | DPT-3 | 30 June |
| Director KYC | DIR-3 KYC | 30 September |
| Annual general meeting | AGM | Within 6 months of FY end (30 September) |
| Audit report under income tax | Form 10B / 10BB | Before the ITR due date |
| Income-tax return | ITR-7 | 31 October |
| Financial statements | AOC-4 | Within 30 days of AGM |
| Annual return | MGT-7 (not MGT-7A) | Within 60 days of AGM |
| Board meetings | Minutes and records | As per Companies Act and AoA |
Every Section 8 company needs a statutory audit regardless of income, and the auditor's report feeds both AOC-4 and the income-tax audit report. We also handle ROC annual filings for NGOs so that AOC-4 and MGT-7 go in well before late fees start.
For the ITR-7 itself, the figures must match Form 10B/10BB and the 10BD statement. Our income tax filing team cross-checks these before filing.
Mistakes That Get Applications Rejected or Licences Revoked
At the registration stage:
- Commercial objects in the MoA. Words like "trading", "profit" or "consultancy services" in the main objects invite rejection.
- Unrealistic projections. An income and expenditure estimate with income but no clear spending on objects raises doubts.
- Name issues. Names too close to existing companies, trademarks or government bodies are rejected in Part A.
- Stale or mismatched KYC. Utility bills older than 2 months, or address differences between PAN and Aadhaar, lead to resubmission.
- Missing owner NOC. Even a family-owned property needs a signed NOC.
After registration:
- Paying remuneration disguised as profit distribution. Payments to members must be reasonable and for actual services.
- Changing objects without approval. Alteration of MoA objects needs prior approval of the Registrar.
- Not applying 85% of income. This can lead to loss of exemption for the year.
- Missing Form 10BD. Donors lose their 80G deduction and the NGO faces late fees.
- Ignoring licence conditions. The licence can be revoked, and the company faces a penalty from ₹10 lakh up to ₹1 crore.
In our practice we often see NGOs that registered correctly but lost 80G benefits for a year simply because nobody filed Form 10BD by 31 May.
What Changed in 2025–26
The Income-tax Act, 2025 came into force on 1 April 2026. Registrations under 12A/12AB and 80G continue under the new law, but section references in notices and forms are changing, so read any notice carefully. Income of FY 2025-26 is still filed under the 1961 Act in ITR-7.
The revised small company definition from 1 December 2025 (paid-up capital up to ₹10 crore, turnover up to ₹100 crore) does not help Section 8 companies, which are expressly excluded. MCA's proposed Companies (Incorporation) Amendment Rules, 2026 remain in draft.
How Startup India Files Helps You Register Your Section 8 Company
- Structure advice: Section 8 vs trust vs society, based on your funding and scale plans.
- Name search, SPICe+ filing, INC-13, INC-14, INC-15 and a defensible 3-year projection.
- Liaison with CRC on resubmission remarks until the COI and INC-16 licence are issued.
- Form 10A for 12A/12AB and 80G, followed by CSR-1 and NGO Darpan registration.
- Year-round compliance: books, audit coordination, Form 10B/10BB, 10BD, ITR-7, AOC-4 and MGT-7.
Whether you are a first-time founder or converting an existing effort into a formal NGO, our Delhi team handles the whole journey from DSC to CSR-1. Call +91-9971668562 or reach us through our contact page to get a document checklist and a fixed quote.
Frequently Asked Questions
How many people are needed to register a Section 8 company?
A private Section 8 company needs at least 2 directors and 2 subscribers, and a public one needs at least 3 directors. At least one director must be resident in India.
Is there a minimum capital for a Section 8 company?
No. There is no minimum paid-up capital, and many NGOs start with a nominal amount.
Does a Section 8 company get tax exemption automatically?
No. It must apply for 12A/12AB registration in Form 10A after incorporation. Donors get a deduction only if 80G registration is also obtained.
Can a Section 8 company pay salaries to directors?
It can pay reasonable remuneration for actual services and reimburse genuine expenses. It cannot distribute profits or dividends to members.
Can a Section 8 company receive foreign donations?
Only after FCRA registration, which usually needs about 3 years of activity, or through prior permission for a specific donation.
Can an existing company convert into a Section 8 company?
Yes. An existing company applies in Form INC-12 for a licence, with altered MoA and AoA and supporting documents.
How long does Section 8 company registration take?
Typically 3 to 6 weeks for incorporation and licence if documents are clean. Startup India Files prepares the objects and projections upfront to reduce CRC queries.
Final Word
A Section 8 company gives your cause the credibility of a company and access to CSR funds, but only if registration and the tax registrations after it are done correctly. Draft clear charitable objects, keep KYC clean, apply for 12A and 80G immediately after incorporation and follow the compliance calendar every year.
This guide is for general information based on the law as on 22 September 2026. Rules and portal processes change — confirm on the official portal or speak to our team before filing.