Section-8 Company is a company registered as a Non-profit organization with charitable objects such as the promotion of Arts, commerce, science, education, sports, protection of the environment, religion, charity, etc. The Companies Act, 2013 does not restrict it from earning profits but rather prohibits distribution of profits among members. The profits derived by such company shall be utilized only towards promoting its objects.
Section-8 Companies have better credibility among the donors as compared to other types of NGO running in the form of societies and trusts. In section 8 company registration, there is no such requirement of using words like ‘LTD’ or ‘PVT LTD’ in their name, and there is no requirement regarding the minimum capital.
Minimum 2 directors for private Ltd. NGO & 3 directors for Public Ltd. NGO
Minimum 2 shareholders for Private Ltd. NGO & 7 shareholders for Public Ltd. NGO
Director and Shareholder may or may not be the same persons
Minimum capital requirement is Nil
DIN of the directors (if available)
Digital Signature of shareholder and directors
4 proposed names for company in order of preference
DIN (Director Identification number) of directors
DSC (Digital Signature) of directors/shareholders
Self attested PAN Card & Aadhar Card copy of all directors/shareholders
Self attested ID Proofs of directors/shareholders (Driving License/Voter ID/ Passport)
Self attested address proof of directors/shareholders (Utility Bill/ Bank Statement/ Bank passbook copy)
Passport size color photo of directors in JPEG format
NOC from owner of premises or Rent/ Lease agreement of registered office (if leased/ rented)
Utility bill in name of owner not older than 2 months
Occupation and educational qualification, place of birth and nationality
Mobile no. and email id of directors and shareholders
Specimen signature of directors (on a blank page scanned)
Directors interest in other entities
Estimate of Income & Expenditure for following 3 years
DIN for 2/3 directors
DSC for directors/ subscribers
Name approval of company- RUN WEB FORM
Drafting Memorandum of Association/ Article of Association of Company
Certificate of Incorporation
Mandatory PAN of Company (e-PAN Card)
Mandatory TAN of Company (e-TAN letter)
Non-application of Companies Auditor’s Report Order (CARO)
Exemption from requirement of minimum paid up capital
No stamp duty charges on registration which makes its registration cost effective
Section-8 companies can be registered for taking benefits u/s 12A and 80G of Income Tax Act
It has a separate legal entity apart from its members which empowers it to acquire and hold assets in its own name
The liability of its members is limited to the extent of capital subscribed by them remaining unpaid. The members cannot be called upon to pay company’s liabilities out of their personal assets
The Section 8 Company is popularly known as NGO. However, NGOs can be registered as other business structure like trust, society, etc.
A Section 8 Company shall not pay any dividend to its members, but shall apply the surplus for the promotion of its objects only.
There is no minimum amount of capital prescribed for the Section-8 Company.
Section-8 Company can be incorporated with minimum of 2 members acting as subscriber to MOA & AOA.
Yes, an NRI or Foreign National can be a Director in a Section 8 Company after obtaining Director Identification Number. However, at least one Director on the Board of Directors must be an Indian citizen and a resident.
No, an OPC cannot be incorporated as a Section-8 Company.
No, an OPC is not eligible to become member of a Section-8 Company as OPC is not allowed to invest in any securities of body corporate.
Yes, a partnership firm/ LLP can become member of a Section-8 Company in their individual capacity.
Yes. As per rule 8(7) of the Companies (Incorporation) Rules 2014 for the Companies under Section 8 of the Act the name shall include the words foundation/ Forum /Association/ Federation and the like etc.
Yes, a Trust or cooperative society can become member of a Section-8 Company.
No, Company incorporation has nothing to do with 12A or 80G. Section-8 Company shall have to apply for 12A or 80G separately through online portal of Income Tax Department after allotment of PAN.
FDI in Section 8 Companies is permissible, as the same is considered as a Foreign Contribution in terms of FCRA, it can be infused only with prior permission/registration from the central government.
Note: Section-8 companies are compulsorily required to file AOA & MOA as PDF attachments to SPICe-32 as such e-MOA & e-AOA cannot be used.
On successful submission of the SPICe32, ROC will allot a unique CIN and certificate of incorporation.
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