Section 8 Company Registration in India (NGO)

Director or Shareholder Requirement for Section 8 Company Registration

(Minimum Persons Required)

• A minimum of two directors are required for section 8 company registration.
• Directors or shareholders can be the same persons, i.e., 2 persons can start a section 8 company as shareholders and directors.

Documents Required for Section 8 Company Registration

(Initially, you need to provide the following information)

• Name of proposed NGO
• Objects of the NGO
• State of registration
• Email addresses and contact numbers of Directors/Shareholders

Documents Required:

Identity and Residence Proof of Directors/Shareholders:

• Scanned copy of PAN Card
• Scanned copy of Aadhaar Card/Driving License/Voters’ Identity Card
• Bank statement/electricity bill or any other utility bill not older than 2 months (should be in the name of Director or Shareholder only)

Documents for Registered Office of NGO:

• Scanned copy of electricity bill or no objection certificate in case of owned property
• Scanned copy of rent agreement, electricity bill, and no objection certificate if the registered office premise is rented
• Scanned copy of sale deed/property deed and no objection certificate in case of owned property and no electricity bill is available.

Section 8 Company (NGO) Registration Package Inclusions:

• Digital Signature of 2 Directors.
• DIN of Directors
• Drafting of MoA & AoA of the NGO
• Filing of company registration application with Registrar of Companies along with MoA, AoA, and application for the allotment of PAN and TAN.
• Certificate of Incorporation
• PAN of the Company
• TAN of the Company
• PF & ESIC registration of the Company
• Assistance in opening a bank account.

Features of Section 8 Company

The features of a Section 8 Company (under the Companies Act, 2013 in India) are as follows:

• Non-profit Objective: Section 8 Companies are formed with the primary objective of promoting social welfare, charity, education, art, science, sports, research, religion, or any other philanthropic purpose. Profit-making is not the main motive.
• No Dividend Distribution: Any income generated by the company must be utilized for the promotion of its objectives. It cannot distribute dividends to its members.
• Limited Liability: Like any other company, the liability of the members is limited to the extent of their shares or guarantee, protecting them from personal liabilities.
• Minimum Members: A Section 8 Company must have a minimum of two shareholders and two directors. However, there is no upper limit on the maximum number of members.
• Name Restrictions: The name of a Section 8 Company must end with “Foundation,” “Association,” “Society,” “Council,” “Charity,” “Institute,” “Organization,” “Federation,” or other similar words.
• No Share Capital: Section 8 Companies do not have share capital. The members’ contributions are considered as donations or subscriptions towards achieving the company’s objectives.
• Central Government Approval: To incorporate a Section 8 Company, prior approval from the Central Government is required.
• No Need for “Limited” in Name: Unlike other types of companies, a Section 8 Company is not required to use the word “Limited” after its name.
• Tax Benefits: Section 8 Companies enjoy certain tax exemptions and benefits under the Income Tax Act, making it attractive for philanthropic endeavors.
• Alteration of Objectives: Changing the objectives of a Section 8 Company requires prior approval from the Central Government.
• Compliance Requirements: Section 8 Companies must adhere to various compliance requirements, including annual filings, board meetings, and financial audits.
• Winding Up: If a Section 8 Company needs to be dissolved, its assets must be transferred to another Section 8 Company with similar objectives, or they should be given to the government or a registered charitable organization.

These features make Section 8 Companies an essential vehicle for individuals and organizations aiming to make a positive social impact without focusing on profit-making.

Section 8 Company (NGO) Registration Process

(The registration process for a Section 8 Company (NGO) in India involves several steps and requires adherence to the Companies Act, 2013. Here’s a general outline of the registration process:)

• Name Reservation: The first step is to apply for name availability through the Ministry of Corporate Affairs (MCA) portal. The proposed name should comply with the naming guidelines for Section 8 Companies.
• Incorporation Application: Once the name is approved, file the incorporation application (SPICe+) along with the necessary documents. The application must include the memorandum of association (MOA) and articles of association (AOA) with specific clauses as per Section 8 Company requirements.
• Digital Signature Certificate (DSC): Obtain DSC for all proposed directors and subscribers. This is necessary for signing electronic documents during the registration process.
• Director Identification Number (DIN): Apply for DIN for all proposed directors. DIN is a unique identification number required for individuals to become directors of a company.
• Prepare Documents: Prepare all the required documents, including affidavits, declarations, and consent letters from directors and shareholders.
• Obtain Necessary Approvals: Depending on the jurisdiction, some Section 8 Companies may require approval from the respective state government or the Central Government. For certain specific purposes, like healthcare or education, additional approvals from the concerned ministries might be necessary.
• File Incorporation Forms: File the SPICe+ form along with the required attachments, including MOA, AOA, and other supporting documents, with the Registrar of Companies (ROC).
• Payment of Fees: Pay the necessary registration and stamp duty fees as per the prescribed rates.
• Verification and Processing: The ROC will verify the application and, if all requirements are met, issue a Certificate of Incorporation. This certificate confirms the formation of the Section 8 Company.
• Apply for PAN and TAN: After obtaining the Certificate of Incorporation, apply for the company’s Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
• Bank Account Opening: Open a bank account in the company’s name and deposit the minimum required capital.
• Commence Operations: Once the above steps are completed, the Section 8 Company can begin its operations and carry out its charitable objectives.

Please note that the registration process may vary slightly depending on the specific requirements of the proposed Section 8 Company and any changes in regulations. It is advisable to consult with a professional or a company registration service to ensure a smooth and compliant registration process.

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