A Section 8 Company is a non-profit limited company incorporated under Section 8 of the Companies Act, 2013, and regulated by the Ministry of Corporate Affairs (MCA). It is formed exclusively to promote charitable or non-profit objectives such as:
- Education, research, and science
- Art, culture, and sports
- Social welfare, charity, and religion
- Environmental protection and sustainability
- Commerce and financial assistance to lower-income groups
Unlike trusts or societies, a Section 8 Company operates under the strict governance of the Companies Act. Profits - if any - must be reinvested into the company's stated objectives. No dividend can be distributed to members or directors. On dissolution, all remaining assets must transfer to another Section 8 entity with similar objectives.
Under Section 8(1)(b), the Central Government grants a licence allowing the company to omit 'Limited' or 'Private Limited' from its name. Instead, the name must end with words such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Academy, Institute, or Electoral Trust under Rule 8 of the Companies (Incorporation) Rules, 2014.
Why Register as a Section 8 Company?
Section 8 Companies are the most credible and structured non-profit vehicle in India. Here is how they compare with trusts and societies:
| Feature | Section 8 Company | Trust | Society |
|---|---|---|---|
| Governing Law | Companies Act, 2013 | Indian Trusts Act / State Acts | Societies Registration Act, 1860 |
| Regulatory Body | MCA (Central) | Sub-registrar / State | State Registrar |
| Credibility with Donors / CSR | Highest | Moderate | Moderate |
| Mandatory Statutory Audit | Yes (every year) | Not always | Not always |
| Limited Liability | Yes | No | No |
| CSR Funding Eligibility | Yes (after 3 years + CSR-1) | Yes (with 12A/80G) | Yes (with 12A/80G) |
| FCRA Registration | Eligible | Eligible | Eligible |
| Annual ROC Compliance | Yes | No | No |
Key Benefits of Section 8 Company Registration
1. No Minimum Capital Requirement
There is no mandatory minimum paid-up share capital to incorporate a Section 8 Company. This makes it accessible for founders with limited initial funds.
2. Zero Stamp Duty on MOA/AOA
Stamp duty on the Memorandum of Association and Articles of Association is exempt for Section 8 Companies in most Indian states, significantly reducing the cost of incorporation.
3. Zero MCA Filing Fee (SPICe+ up to Rs 15 lakh authorised capital)
The Ministry of Corporate Affairs waives the core SPICe+ incorporation filing fee for Section 8 Companies with authorised share capital up to Rs 15 lakh.
4. Separate Legal Entity
A Section 8 Company has a distinct legal identity separate from its members and directors. It can own property, enter into contracts, and sue or be sued in its own name.
5. Limited Liability
Members' personal assets are fully protected. Liability is limited to the amount, if any, unpaid on their shares.
6. Tax Benefits - 12A and 80G
Upon obtaining 12A registration, income of the Section 8 Company is exempt from income tax. Donors to a 80G-registered Section 8 Company can claim a 50% deduction on donations under Section 80G of the Income Tax Act, 1961.
7. CSR Funding Eligibility
Section 8 Companies are eligible to receive CSR funding from corporates mandated under Section 135 of the Companies Act, 2013. Companies with net worth Rs 500 crore+, turnover Rs 1,000 crore+, or net profit Rs 5 crore+ must spend 2% of their average net profit on CSR activities. A CSR-1 registration (requires valid 12A and 80G) is needed to receive these funds.
8. High Credibility
The strict compliance requirements - statutory audit, ROC filings, and MCA oversight - make Section 8 Companies the preferred recipient for corporate donors, government grants, and international funding agencies.
9. FCRA Registration Eligibility
Section 8 Companies can apply for Foreign Contribution (Regulation) Act (FCRA) registration with the Ministry of Home Affairs to legally receive foreign donations, provided they meet the eligibility criteria.
10. Pan-India Operations
Once registered, a Section 8 Company can operate anywhere in India without geographical restriction.
Eligibility Criteria
To register a Section 8 Company in India, the following conditions must be satisfied:
- Minimum 2 directors for a Private Limited Section 8 Company; minimum 3 directors for a Public Limited Section 8 Company (Section 149 of the Companies Act, 2013)
- At least 1 director must be an Indian resident - defined as a person who has stayed in India for 182 or more days in the preceding calendar year (Section 149(3))
- Minimum 2 subscribers (members) for a Private Section 8 Company; minimum 7 subscribers for a Public Section 8 Company
- Objectives must be strictly non-profit - promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, or environmental protection
- All profits or surplus income must be used exclusively for the stated charitable objectives - no distribution to members or directors
- Founders, members, and directors cannot receive any remuneration in cash or kind
- The company must have a clear vision and a project plan for the next three years
- A firm (partnership) may be a member of a Section 8 Company
Documents Required for Section 8 Company Registration
For Directors and Subscribers
- PAN Card (mandatory for all Indian nationals)
- Aadhaar Card or Passport (for identity proof)
- Passport-size photograph (recent)
- Address proof - Bank statement, Utility bill, or Telephone bill (not older than 2 months)
- Email ID and Mobile Number
- For foreign nationals: Passport (notarised and apostilled), address proof in home country
For the Registered Office Address
- Rent Agreement / Lease Deed (if rented premises)
- No-Objection Certificate (NOC) from the property owner
- Latest Utility Bill - Electricity bill, Water bill, or Property Tax receipt (not older than 2 months)
Additional Documents
- Draft Memorandum of Association (MOA) - defining charitable objectives
- Draft Articles of Association (AOA) - governing the company's internal rules
- Declaration by promoters regarding compliance with the Companies Act, 2013
- Statement of assets and liabilities (if applicable)
- Project plan and financial projections for three years
Registration is completed entirely online via the MCA portal using the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) integrated form. The process typically takes 15-25 working days, subject to document accuracy and MCA/Regional Director processing time.
- Obtain Digital Signature Certificates (DSC) - Every proposed director must have a valid Class 3 DSC to digitally sign MCA filings. Regikart assists with DSC procurement from empanelled certifying authorities. (3-5 working days)
- Director Identification Number (DIN) - DIN is allotted free of charge through the SPICe+ Part B form for up to 3 directors. No separate DIN application is required.
- Name Reservation via RUN (Reserve Unique Name) - Apply for a unique company name through the RUN service on the MCA portal. The name must reflect the charitable purpose and include approved suffixes (Foundation, Forum, Association, etc.). Submit two name options to reduce rejection risk. (2-3 working days)
- Drafting of MOA and AOA - The Memorandum of Association must clearly state the non-profit objectives. The Articles of Association governs the company's internal rules and governance structure. Both must be carefully drafted and reviewed by a CA/CS to ensure MCA compliance.
- SPICe+ Part A and Part B Filing - SPICe+ Part A covers name reservation; Part B covers incorporation details including DIN allotment, MOA/AOA, registered office address, PAN application, and TAN application. The Section 8 licence from the Central Government is applied directly within the SPICe+ form - no separate licence application is required.
- MCA Processing and Regional Director Review - The Registrar of Companies (ROC) and Regional Director review the objectives, project plan, and documents. The MCA may seek clarifications or publish a public notice inviting objections. Additional documents or explanations may be requested.
- Certificate of Incorporation - Upon approval, the MCA issues the Certificate of Incorporation with a unique CIN (Corporate Identity Number), along with the PAN and TAN of the company. This marks the successful formation of the Section 8 Company.
- PAN, TAN & Bank Account - PAN and TAN are processed automatically with SPICe+. Following incorporation, open a bank account using the Certificate of Incorporation, PAN, and other company documents.
- Post-Registration Filings - Apply for 12A (income tax exemption), 80G (donor deduction), NGO Darpan NITI Aayog registration, and CSR-1 (for CSR funding). FCRA registration may be applied for if foreign contributions are intended.
⚑ Note: Capital contribution, if any, must be deposited into the company's bank account within 2 months of incorporation.
The table below provides a component-wise breakdown of typical costs for registering a Private Limited Section 8 Company with up to 2 directors and authorised capital up to Rs 15 lakh:
| Fee Component | Indicative Amount | Remarks |
|---|---|---|
| Digital Signature Certificate (DSC) - per director | Rs 1,000 - Rs 1,500 | Class 3, 2-year validity |
| Director Identification Number (DIN) | Nil (via SPICe+) | Free for first 3 directors |
| Name Reservation (RUN) | Rs 1,000 | MCA government fee |
| SPICe+ Government Filing Fee | Nil (up to Rs 15L auth. capital) | MCA fee waiver for Section 8 |
| Stamp Duty on MOA/AOA | Nil - Rs 2,000 | Nil in most states; varies by state |
| Notary and Stamp Charges | Rs 500 - Rs 1,500 | Varies by state |
| Professional / CA-CS Fees (Regikart) | Starting Rs 15,000 | Includes DSC, DIN, MOA/AOA drafting, SPICe+, PAN/TAN |
| Total Indicative Cost | Rs 15,000 - Rs 25,000 | For 2 directors, up to Rs 15L auth. capital |
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved. Government fees are subject to revision by MCA. Stamp duty varies by state - Maharashtra, Madhya Pradesh, and Punjab attract higher rates while Karnataka and Tamil Nadu may offer exemptions or concessional rates for Section 8 Companies.
Registration Timeline
| # | Activity | Responsible | Estimated Days |
|---|---|---|---|
| 1 | KYC collection & document verification | Regikart team | 1-2 days |
| 2 | DSC procurement | Regikart + Directors | 2-3 days |
| 3 | Name reservation (RUN) | MCA portal | 2-3 days |
| 4 | MOA/AOA drafting & client approval | Regikart CA/CS | 2-3 days |
| 5 | SPICe+ filing on MCA portal | Regikart CA/CS | 1 day |
| 6 | MCA / Regional Director processing | MCA | 7-15 days |
| 7 | Certificate of Incorporation + PAN/TAN | MCA | 1-2 days |
| Total - from document submission | 15-25 working days |
⚑ Note: Timeline depends on MCA workload, document accuracy, and whether the Regional Director seeks clarifications. Delays in DSC procurement or name rejection can add 3-5 days.
Post-Registration Steps and Compliance
Immediate Post-Registration
- Open a current bank account using the Certificate of Incorporation and PAN
- Apply for 12A registration (income tax exemption) - from AY 2022-23, provisional 12A is granted first; permanent is granted after 3 years of operations
- Apply for 80G registration (donor deduction eligibility) - typically processed alongside 12A
- Register on NGO Darpan portal of NITI Aayog (mandatory for government grants and schemes)
- Apply for CSR-1 on the MCA portal to receive CSR funding (requires valid 12A and 80G)
- Apply for FCRA registration with Ministry of Home Affairs if foreign contributions are intended
Annual Compliance Requirements
- Statutory audit by a Chartered Accountant (mandatory every year)
- Filing of Annual Accounts - Form AOC-4 with MCA
- Filing of Annual Return - Form MGT-7A with MCA
- Conduct at least 4 Board Meetings per year
- Hold Annual General Meeting (AGM) within 6 months of financial year end
- File Income Tax Return every year regardless of income
- Renewal / re-validation of 12A and 80G as per Income Tax Act provisions
- Renewal of FCRA registration every 5 years (if applicable)
- Maintain minutes of Board Meetings and AGMs
- Directors to file DIR-3 KYC annually
⚑ Note: Non-compliance with annual filing requirements can attract penalties under the Companies Act, 2013, and may lead to cancellation of the Section 8 licence by the MCA.
Who Should Register as a Section 8 Company?
- NGOs and non-profit organisations seeking the highest level of legal credibility
- Educational institutions, schools, coaching centres, and research bodies operating without profit intent
- Healthcare and welfare organisations - hospitals, clinics, or rehabilitation centres with charitable objectives
- Environmental foundations working on sustainability, conservation, renewable energy, or climate action
- Religious and cultural organisations promoting art, culture, and heritage
- Sports bodies and academies
- Professional associations, chambers of commerce, and trade federations
- Organisations seeking foreign funding - FCRA registration requires a Section 8 or similar structure
- Organisations seeking corporate CSR funding - preferred recipients under Section 135 of the Companies Act, 2013
How Regikart Helps You Register a Section 8 Company
Regikart's CA and CS team provides end-to-end Section 8 Company registration services across India from its offices in Kolkata, Delhi, Gurugram, and Pune. Our service covers:
- DSC procurement for all directors
- DIN allotment via SPICe+
- Company name search and reservation (RUN)
- Drafting of Memorandum of Association (MOA) and Articles of Association (AOA) tailored to your charitable objectives
- SPICe+ filing and MCA portal submission
- Follow-up with ROC and Regional Director for queries and clarifications
- PAN and TAN application (auto-processed with SPICe+)
- Guidance on 12A, 80G, CSR-1, NGO Darpan, and FCRA registration
- Post-registration compliance support
We have registered 500+ Section 8 Companies across India. Our transparent, fixed-fee model ensures there are no surprises. Regikart manages the entire process - you stay focused on your mission.
Frequently Asked Questions (FAQs)
Q1. What is the minimum number of directors required for a Section 8 Company?
A minimum of 2 directors is required for a Private Limited Section 8 Company and a minimum of 3 directors for a Public Limited Section 8 Company. At least 1 director must be an Indian resident (182+ days in the preceding calendar year).
Q2. Is there a minimum capital requirement for Section 8 Company registration?
No. There is no minimum paid-up or authorised share capital requirement for incorporating a Section 8 Company under the Companies Act, 2013.
Q3. How long does Section 8 Company registration take?
Typically 15-25 working days from the date of complete document submission, depending on MCA processing time and Regional Director review. Delays can occur if clarifications are sought or documents are rejected.
Q4. What is the total cost of Section 8 Company registration in India in 2026?
The indicative total cost ranges from Rs 15,000 to Rs 25,000 for a Private Limited Section 8 Company with 2 directors and authorised capital up to Rs 15 lakh. This includes DSC, name reservation, stamp duty, and professional fees. Regikart's professional fee starts at Rs 15,000 covering end-to-end registration.
Q5. What is the difference between Section 8 Company, Trust, and Society?
A Section 8 Company is registered under the Companies Act, 2013 and regulated centrally by the MCA. It mandates statutory audit, ROC filings, and offers the highest credibility. Trusts and societies are registered under state laws, have simpler compliance, but lower regulatory oversight and credibility with institutional donors.
Q6. Can a Section 8 Company receive CSR funding?
Yes. Section 8 Companies are eligible to receive CSR funding from companies mandated under Section 135 of the Companies Act, 2013, provided they have valid 12A and 80G registrations and are registered on the MCA portal via Form CSR-1.
Q7. Is FCRA registration required for a Section 8 Company to receive foreign donations?
Yes. If a Section 8 Company intends to receive contributions from foreign sources, it must obtain FCRA registration from the Ministry of Home Affairs. Without FCRA approval, foreign donations are not permitted.
Q8. Can directors of a Section 8 Company receive a salary?
No. Founders, members, and directors of a Section 8 Company cannot receive any remuneration in any form of cash or kind. This is a statutory restriction under Section 8 of the Companies Act, 2013.
Q9. What happens to the assets of a Section 8 Company if it is dissolved?
On dissolution, all remaining assets and property of the Section 8 Company must be transferred to another Section 8 Company with similar objectives, as specified in the Memorandum of Association.
Q10. Which cities does Regikart serve for Section 8 Company registration?
Regikart provides Section 8 Company registration services pan-India. Our offices are located in Kolkata (HQ), Delhi, Gurugram, and Pune. Clients from any Indian city can register with us through our fully online documentation process.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
Content Created: 16 May 2026 | Reviewed by: CA & CS Team, Regikart | Next Review: 16 November 2026
About the author
Deepak
Senior Advisor at Regikart. Want to discuss this in the context of your business?
