A Section 8 Company, under the Companies Act, 2013, is a legal entity established for the purpose of promoting charitable objectives such as education, art, science, sports, social welfare, religion, environmental protection or other similar activities. Unlike the other companies, a Section 8 Company does not aim to distribute the profits among its members. Instead, the profits or the income generated from it are reinvested in the company’s objectives.
The Registration of a Section 8 Company is supervised by the Registrar of Companies (ROC) under the Ministry of Corporate Affairs. The process involves various steps such as online filing, document submission and the approval under Section 8(1) and Section 8(2) of the Act, along with a license issued which is by the Central Government.
While the registration process is now simplified with the MCA’s help of SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form, documentation remains an important step to ensure the compliance and to avoid rejections or delays.
Key Documents Required for Section 8 Company Registration
To register a Section 8 Company successfully, both founders’ personal documents and company-specific documents are mandatory. Let’s go through them in detail: –
1. Identity and Address Proof of Directors and Shareholders
Each proposed director and shareholder must submit valid identification documents for verification under the MCA norms.
- PAN Card (Mandatory for Indian nationals)
This serves as the primary ID proof and ensures tax compliance. - Passport (Mandatory for foreign nationals)
Must be notarized and apostilled if issued outside India. - Address Proof (Any one of the following)
- Aadhaar Card
- Voter ID
- Driving License
- Passport
Important Notes:
- The address proof should be recent (should not be older than 2 months).
- The name and address must match the details mentioned in other KYC documents.
2. Proof of Residential Address of Directors
In addition to ID proof, residential address verification is required.
Accepted Documents:
- The latest copy of Electricity Bill, Telephone Bill or Bank Statement (should not be older than 2 months).
- The document needs to clearly display the name of the director/shareholder and the address.
This helps the MCA validate the residential authenticity of individuals involved in the company.
3. Passport Size Photographs
Each director and shareholder must provide recent passport-sized photographs (preferably with a white background and in digital format). This is used for official records and digital filings.
4. Registered Office Address Proof
A Section 8 Company must have a registered office address in India, which acts as the company’s official communication location.
- The Electricity Bill / Water Bill / Property Tax Receipt / Gas Bill (should not be older than 2 months).
- Rent Agreement (In case the office premises are rented).
- No Objection Certificate from the property owner, allowing the company to use the premises as its registered office.
If the office is self-owned, the ownership documents or the sale deed must be attached.
5. Memorandum of Association (MOA)
The MOA defines the purpose and objectives of the Section 8 Company. Since it is a non-profit organization, the MOA must clearly specify that:
- The company’s primary aim is to promote charitable objectives.
- Income and profits will be used solely for promoting these objectives.
- Members will not receive any dividends or profit distributions.
The MOA is filed in Form INC-13 as per the Companies (Incorporation) Rules, 2014.
6. Articles of Association (AOA)
The AOA defines the rules and regulations governing the internal management of the company. It includes provisions related to:
- Membership rights and duties
- Meetings and voting powers
- Appointment of directors
- Financial management
Together, MOA and AOA form the company’s constitution and must be duly signed by all subscribers.
7. Declaration by Professionals and Directors
Certain declarations are mandatory for ensuring authenticity and legal compliance.
- Form INC-14: The declaration by a practising Chartered Accountant, Company Secretary or the Advocate confirming that the MOA and AOA comply with Section 8 provisions.
- Form INC-15: Declaration by each of the applicants that they intend to form a company for charitable purposes and will comply with all the required conditions laid under Section 8.
These declarations confirm that the organization purpose is true or genuine and non-profit-oriented.
8. Director Identification Number (DIN) and Digital Signature Certificate (DSC)
Each director must possess:
- DIN (Director Identification Number) – It needs to be obtained through the SPICe+ form.
- DSC (Digital Signature Certificate) – It is mandatory for the purpose of signing electronic documents and filing forms online with the MCA…!
9. Consent and Appointment Letters
- Each director must give written consent to act as a director using Form DIR-2.
- Additionally, Form INC-9 (Declaration by Subscribers and Directors) is filed, confirming that they have not been convicted of any offense related to company formation or management.
10. Projected Financial Statements
The proposed Section 8 Company must submit a projected income and expenditure statement for the next three years. This document should outline:
- Expected sources of income (donations, grants, subscriptions, etc.)
- Planned expenditure on charitable activities
- Allocation of funds for administrative costs
These projections help the MCA assess the genuineness of the company’s charitable intentions.
11. Board Resolution / Authorization Letter (if applicable)
If a company or organization is one of the promoters, a board resolution or authorization letter authorizing a person to act on its behalf for the incorporation process is required.
12. License under Section 8
Before incorporation, an application for a license under Form INC-12 must be filed with the Registrar of Companies (ROC) along with:
- MOA and AOA drafts
- Declarations in INC-14 and INC-15
- Estimated financials
- List of promoters and directors
- Relevant proof of registered office
Once approved, the Central Government issues a license permitting the incorporation of the company as a Section 8 entity.
Conclusion
Proper and accurate documentation forms the rooted foundation of a successful Section 8 Company registration. From the personal KYC proofs to the various other legal declarations and the projected accounts, each of them document plays an important role in establishing your organization credibility and the transparency. A well-prepared documentation set not only speeds up the registration process but also reflects the professionalism and genuine intent behind your non-profit initiative.
If you are planning to get register a Section 8 Company, it is advisable to consider the consulting with the professionals like Chartered Accountants or Company Secretaries who specialize in the sector of NGO and non-profit registrations. Their guidance ensures compliance with MCA norms and helps you focus on what really matters, achieving your social and charitable goals.
