At a glance
| Minimum people | Minimum capital | Licence | Our fee |
|---|---|---|---|
| 2 directors, 2 members (private) | None | Issued through SPICe+, no separate form | From ₹1,999 |
What is a Section 8 company?
A Section 8 company is a company formed under section 8 of the Companies Act, 2013 to promote a charitable or public-interest object, with a licence from the Central Government. It must apply its income to those objects and cannot pay dividends to its members.
Section 8(1) lists the objects: commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment, or any similar object. The company can earn a surplus from its activities. What it cannot do is distribute that surplus to members.
It is still a company, with directors, members, a statutory audit and annual MCA filings, but it may drop "Limited" from its name.
Who should choose a Section 8 company
Choose a Section 8 company if you want a non-profit with a board-run structure, limited liability and the scrutiny that corporate donors and CSR teams are used to. We most often register Section 8 companies for:
- NGOs that want a company's governance, with an MCA-regulated board and audited accounts every year
- Educational institutions, coaching and skilling programmes, and research bodies run without a profit motive
- Healthcare and welfare organisations such as clinics and rehabilitation centres with charitable objects
- Environmental foundations working on conservation, sustainability or climate action
- Religious, cultural and heritage organisations promoting art and culture
- Sports bodies and academies
- Professional associations, chambers of commerce and trade federations
- Organisations planning to seek foreign contributions, which need FCRA registration or prior permission first
- Organisations that want to implement CSR projects for companies under section 135 of the Companies Act, 2013
It is more compliance-heavy than a trust or a society. You file with the MCA every year, whatever your income, and you need Central Government approval to change your objects. If you want a small community group with minimal paperwork, a society or a trust may fit better. Our NGO registration guide compares all three in detail.
Requirements to register a Section 8 company
You need charitable objects, at least two directors and two members for a private Section 8 company, a registered office in India, and a name with a word that signals a non-profit. There is no minimum capital.
Objects and the no-dividend rule
Your memorandum must state objects that fall within section 8(1), and must say that profits and income will be applied only to promoting those objects. It must prohibit the payment of any dividend to members.
Members can still receive reasonable payment for actual services they render to the company, interest on money they lend, or rent for property they let to it. What they cannot receive is a share of profit, whether as dividend, bonus or any other distribution.
Directors and members
| Form of Section 8 company | Minimum directors | Minimum members |
|---|---|---|
| Private | 2 | 2 |
| Public | 3 | 7 |
The same people can be directors and members. Every director needs a DIN and a digital signature. At least one director must stay in India for 182 days or more during the financial year, under section 149(3). Members can be individuals, companies or other bodies, and section 8(3) allows a partnership firm to be a member.
Name
The name must include a word such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council or Electoral Trust, or a similar word that shows the non-profit character. It must also pass the general name rules; our company registration guide explains those. Give us three options, each with a distinctive word.
Capital
There is no minimum capital. A Section 8 company can be formed with share capital or without share capital (limited by guarantee). Most small NGOs choose modest share capital or none. We suggest the structure after we hear how you will be funded.
What the licence stops you doing
The licence comes with conditions that stay for the life of the company. Read these before you choose this structure.
- No distribution of profit. Income and surplus stay in the company and go to its objects.
- No change of objects or articles without approval. You need the Central Government's prior approval, through the Regional Director, to alter the memorandum or articles.
- Revocation. The Central Government can revoke the licence if the company breaks its conditions or conducts its affairs fraudulently or against its objects. It can then order the company to be wound up or amalgamated with another Section 8 company.
- Assets on closure. If the company is wound up, its remaining assets after debts go to another Section 8 company with similar objects, or to the fund named in the Act. They do not go back to members.
- Never a small company. Section 2(85) excludes Section 8 companies, so the small company relaxations (MGT-7A, no cash flow statement, lower penalties) do not apply.
- Cannot become an OPC. A Section 8 company cannot convert into a One Person Company.
The law also gives Section 8 companies some relaxations. The board needs to meet only once in every six calendar months, and the quorum for a board meeting is eight directors or 25% of the board, whichever is less, but not less than two. Independent directors are not required.
Documents you need
Send clear scans; we check every page against the SPICe+ requirements before filing.
From each director and member (Indian residents)
- PAN card
- Aadhaar, or passport, voter ID or driving licence
- Address proof not older than two months: bank statement, electricity or mobile bill
- Recent photograph, personal email ID and mobile number
From a foreign national or NRI director or member: passport and overseas address proof, notarised and apostilled (or consularised) where required; we tell you which before you sign.
For the registered office: utility bill not older than two months, the owner's no-objection certificate, and the rent agreement if rented.
Prepared by us, signed by you
- Memorandum in Form INC-13 with your charitable objects and the income and dividend clauses, and articles
- Declarations under the Incorporation Rules from each subscriber and director and from the certifying professional (Forms INC-14 and INC-15, attached to SPICe+)
- Estimated income and expenditure for the next three years, with the sources of funds and how they will be applied
The three-year estimate matters. The Central Registration Centre reads it with your objects to judge whether the licence should be granted, so we draft it with you rather than use a template.
The registration process and timeline
A new Section 8 company gets its licence and its certificate of incorporation through the same SPICe+ application. There is no separate INC-12 licence filing for a new company. INC-12 is now used when an existing company applies to become a Section 8 company, and that application also carries a statement of the company's assets and liabilities.
In our experience, the whole process takes about 15-25 working days once documents are complete. These are usual timings, not legal limits; a query on the objects or the projections adds time. The approval stage is what makes a Section 8 company slower than an ordinary incorporation: the registry reviews the objects and the three-year estimate before it grants the licence.
| Step | What happens | Who acts | Usual time in our experience |
|---|---|---|---|
| 1. Structuring call | Objects, private or public form, share capital or guarantee, directors, funding plan | Regikart with you | Same day to 1 working day |
| 2. Digital signatures | Class 3 DSCs for directors and subscribers; see digital signature certificate | Regikart with the directors | 1-2 working days |
| 3. Name reservation | SPICe+ Part A with two proposed names containing a non-profit word | Regikart files; the MCA approves | 2-4 working days |
| 4. Drafting | Memorandum, articles, INC-14 and INC-15 declarations and the three-year estimate | Regikart; you approve | 2-4 working days, alongside step 3 |
| 5. SPICe+ Part B | Filed with AGILE-PRO-S, DINs for up to three directors, PAN and TAN, certified by a professional | Regikart | 1 working day |
| 6. Approval | Licence and certificate of incorporation issued with CIN, PAN and TAN; any query is answered here | MCA (Central Registration Centre); we reply to queries | 5-10 working days |
Fees for Section 8 company registration
Your total is our professional fee, plus government fees and state stamp duty. For most small NGOs, the MCA incorporation fee is nil.
| Fee | Amount |
|---|---|
| Professional fee (Regikart) | From ₹1,999 |
| Section 8 licence | No separate fee; issued through SPICe+ |
| Name reservation, SPICe+ Part A | ₹1,000 |
| MCA incorporation fee, authorised capital up to ₹15,00,000 | Nil |
| MCA incorporation fee, company without share capital with up to 20 members | Nil |
| Other cases | Charged by the MCA slab; quoted before filing |
| DIN for up to three directors | No separate fee |
| PAN / TAN | ₹66 / ₹65 |
| Stamp duty on SPICe+, e-MoA and e-AoA | Varies by state; quoted before filing |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 25 September 2026.
The nil MCA fee up to ₹15 lakh authorised capital applies to every company, not only to Section 8 companies. Stamp duty on the memorandum and articles is set by your state, and we confirm it before filing rather than assume a Section 8 exemption.
What our fee covers: structuring call, name check and SPICe+ Part A, drafting of the memorandum and articles around your objects, the INC-14 and INC-15 declarations, the three-year estimate, SPICe+ Part B with AGILE-PRO-S, DINs for up to three directors, company PAN and TAN, professional certification, and replies to any query on the application.
Quoted separately: digital signatures, government fees and stamp duty, and the post-incorporation registrations below. Our fee for 12A registration is ₹3,499, for 80G approval ₹3,499 and for CSR-1 ₹3,499, each plus GST. These carry no government fee.
After incorporation: the registrations that unlock funding
The certificate makes the company legal. Donors, CSR teams and foreign funders will ask for more. The usual order is:
- Bank account in the company's name, opened with the certificate of incorporation and PAN.
- 12A and 80G registration, applied for together. These are separate applications under the Income-tax Act, not a result of incorporation.
- NGO Darpan on the NITI Aayog portal, for government grants and schemes.
- CSR-1 on the MCA portal, once 12A and 80G are in place.
- FCRA with the Ministry of Home Affairs, only if you expect foreign contributions.
12A and 80G under the new Income-tax Act
Apply for income-tax registration as soon as the company is incorporated. Registration lets income applied to your objects be exempt; approval lets donors claim a deduction.
| Year | Law | Registration (old 12A) | Donor approval (old 80G) |
|---|---|---|---|
| Up to 31 March 2026 (FY 2025-26) | Income-tax Act, 1961 | Section 12A / 12AB, Form 10A or 10AB | Section 80G, Form 10A or 10AB |
| From 1 April 2026 | Income-tax Act, 2025 | Section 332, Form 104 or 105 | Section 354, Form 104 or 105; donors deduct under section 133 |
A new company that has not started activities applies for provisional registration and approval in Form 104; the order comes in Form 106. It then files Form 105 for regular registration within six months of starting activities, or at least six months before the provisional registration expires. Regular registration is valid for five tax years, or ten tax years where total income did not exceed ₹5 crore in the two preceding years. No government fee applies. See 12A registration and 80G registration.
Once approved, you file an annual statement of donations in Form 113 (old 10BD) and issue each donor a certificate in Form 114 (old 10BE).
NGO Darpan
Register on the NITI Aayog NGO Darpan portal to get a unique ID. Many government grant schemes ask for it. Registration is free. See NGO Darpan registration.
CSR-1 for CSR funds
To implement CSR projects for a company, your Section 8 company must file Form CSR-1 with the MCA and get a CSR registration number. The CSR Rules require the implementing agency to be registered under 12A and 80G. An independent NGO also needs an established track record of at least three years in similar activities; the three years do not apply where a company sets up its own Section 8 company for its CSR work. See CSR-1 registration.
FCRA for foreign donations
A Section 8 company cannot accept any foreign contribution until it holds FCRA registration or prior permission from the Ministry of Home Affairs. Registration has eligibility conditions based on the organisation's age and activity, so a new company usually starts with prior permission for a specific grant. The FCRA rules changed on 22 June 2026; we check the current conditions for your case. See FCRA registration.
Annual compliance for a Section 8 company
A Section 8 company files the same core MCA returns as any company, without the small company relaxations, plus its income-tax and donation filings.
| Filing or event | Due | Notes |
|---|---|---|
| First board meeting and first auditor | Within 30 days of incorporation | Section 173 and section 139(6) |
| Board meetings | At least once in every six calendar months | Section 8 relaxation |
| AGM | Within six months of the financial year end (30 September) | First AGM within nine months of the first year end |
| AOC-4 | Within 30 days of the AGM | Full financial statements, with cash flow statement |
| MGT-7 | Within 60 days of the AGM | Full annual return; MGT-7A is not available |
| DIR-3 KYC Web | Once every three financial years, by 30 June | Directors already compliant are next due on 30 June 2028 |
| Income-tax return | ITR-7 for FY 2025-26 if registered under 12A or 12AB; 31 October 2026 for audit cases | The company's accounts are audited every year |
| Donation statement | Form 113 each year, once 80G-type approval is held | Donor certificates in Form 114 |
| CSR and FCRA reporting | As those registrations require | Only if you hold them |
AOC-4 and MGT-7 carry an additional fee of ₹100 a day per form if late, with no cap. See annual ROC filing and DIR-3 KYC, or ask about our annual compliance package.
Section 8 company vs trust vs society
A Section 8 company gives the most structure and the most filings; a trust gives the tightest control to its founders; a society is member-run. The short version is below; our NGO registration page has the full comparison.
| Point | Section 8 company | Trust | Society |
|---|---|---|---|
| Law | Companies Act, 2013 | Trust deed registered under the Registration Act, 1908; state trust law where it exists | Societies Registration Act, 1860 or a state Act |
| Registered with | MCA (Central Registration Centre) | Sub-registrar | Registrar of Societies of the state |
| Minimum people | 2 directors and 2 members (private) | A settlor and trustees; two or more trustees is usual practice | 7 members under the 1860 Act |
| Liability | Limited | Trustees can be personally liable | Depends on state law |
| Changing objects | Central Government approval | As the deed allows | Per the society's rules and state law |
| Annual filings | AOC-4, MGT-7, audit, ITR | ITR and income-tax audit | ITR, plus state filings where required |
| Statutory audit under company law | Every year | Not applicable | Not applicable |
| Public record for donors | Accounts and returns filed with the MCA, open to inspection | Held by the trust | Depends on state filings |
| 12A, 80G, CSR-1, FCRA | Available | Available | Available |
Because a Section 8 company files audited accounts with the MCA every year, a donor or a CSR committee can check its record on the public register. That is the practical basis for the structure's standing with institutional funders.
Why NGOs choose Regikart
Regikart is a CA and CS firm with 250+ clients. Section 8 applications are prepared by our secretarial team and reviewed by a Company Secretary before filing.
- Objects drafted for the licence. We write objects and projections that match what you will do.
- One team for what comes next. 12A, 80G, CSR-1, accounting and annual MCA filings, handled by the same team.
- Written quotes. Professional fee from ₹1,999, government fees line by line, before we file.
- Offices in Kolkata (Head Office), Delhi and Bengaluru, with applications filed for every state through documents shared on WhatsApp and email.
Call or WhatsApp +91 70444 94804, or email [email protected].