Section 8 Company Registration in India – Complete Guide

When someone asks us what exactly is a Section 8 Company, we explain it like this: imagine an NGO, but with the legal strength of a company. A Section 8 Company is registered under the Companies Act, 2013 and is designed purely for charitable or not-for-profit purposes.

Unlike a private or public company, it doesn’t exist to distribute profits. Any surplus must be reinvested back into the mission—whether that’s education, healthcare, sports, arts, women’s empowerment, or even microfinance projects.

For founders, this structure gives two big advantages. One, you get the credibility of being recognized under the Companies Act. Two, you gain limited liability and proper governance, which are often missing when you run as a trust or society. That’s why so many NGOs and social enterprises now choose section 8 company registration online instead of staying informal.

Key Legal Requirements for Section 8 Company Registration

There are some non-negotiables before you can register a Section 8 Company in India:

• The objectives must be charitable or not-for-profit.
• Profits cannot be distributed as dividends to members.
• A licence from the Central Government (through the Registrar of Companies) is required before incorporation.
• The Memorandum of Association (MoA) and Articles of Association (AoA) must clearly state the charitable purpose.

In other words, the law wants proof that the company is truly mission-driven and not a disguised business.

Eligibility Criteria for Section 8 Companies

When someone asks us who can actually start a Section 8 company, our answer is straightforward: almost anyone with a genuine social objective. The specifics are:

• At least two directors and two shareholders are required.
• The same people can act as both directors and shareholders.
• At least one director must be a resident of India.
• No minimum capital requirement—it can be registered with even nominal funds.
• The objectives must fall into areas like education, health, environment, social welfare, or section 8 microfinance company registration if your mission is financial inclusion.

These rules are flexible on purpose. They’re meant to make it easy for genuine changemakers to enter the formal system.

Benefits of Registering a Section 8 Company

When we talk to social entrepreneurs, they usually want to know why they should bother registering instead of just running as a society or trust. Here’s how we put it:

1. Credibility – Being incorporated under the Companies Act makes donors, CSR teams, and even government bodies take you more seriously.
2. Limited liability – Members’ personal assets are protected, just like in a private limited company.
3. Tax advantages – Once registered, you can apply for exemptions under 12A and 80G of the Income Tax Act.
4. Funding access – You can receive CSR funds and, with FCRA registration, foreign donations.
5. Continuity – A Section 8 company has perpetual succession, so the mission continues even if founders step back.

The real benefit is this: your non-profit becomes professional in the eyes of the world.

Documents Required for Section 8 Company Registration

Getting the paperwork right makes the difference between a smooth approval and frustrating delays. You’ll need:

• PAN and Aadhaar of directors and shareholders.
• Passport-size photos.
• Proof of registered office (rent agreement, recent utility bill, NOC from owner).
• Digital Signature Certificates (DSCs).
• DINs for directors.
• Draft MoA and AoA with a clear charitable objective.
• A declaration by a practicing professional (CA/CS) confirming compliance.

Pro tip: Don’t be vague about your purpose in the MoA. A line like “working for social welfare” is too broad. The ROC wants clarity—for example “providing rural healthcare services” or “running microfinance initiatives for women.”

Step-by-Step Process for Section 8 Company Registration

Here’s how the process flows when you register a Section 8 Company in India:

1. Get DSCs – All proposed directors need digital signatures.
2. Apply for DINs – Done through the SPICe+ incorporation form.
3. Reserve a unique name – It must reflect your purpose. For example, a sports foundation should carry a relevant word in its name.
4. Apply for Section 8 licence – File Form INC-12 with MoA, AoA, and declarations. This is what sets Section 8 apart from private companies.
5. File SPICe+ form – Submit incorporation details to the MCA portal.
6. Certificate of Incorporation – Once approved, you get your CIN and Section 8 licence number.

If everything is in order, the process usually takes 20–30 working days.

Post-Incorporation and Annual Compliance for Section 8 Companies

Registration is just the start. Staying compliant is what keeps your Section 8 licence intact. Key requirements include:

• At least two board meetings every year.
• Filing annual return (MGT-7A) and financial statements (AOC-4) with ROC.
• Filing income tax returns on time.
• Maintaining statutory registers.
• Applying for and renewing 12A/80G registrations for tax benefits.
• FCRA filings if you receive foreign funds.

We often see founders underestimate compliance. The penalties can be heavy, but with regular filings and record-keeping, it’s all manageable.

Why Choose ROC Filings for Section 8 Company Registration?

When someone asks us why choose ROC Filings over doing it yourself, our answer is simple: because Section 8 is paperwork heavy and mission sensitive. The most common reasons for delays are vague objectives in the MoA and mismatched documents.

At rocfilings.in, we handle these pain points every day. We:

• Pre-check all documents so the file isn’t rejected.
• Draft objectives that are specific and compliant.
• File applications accurately the first time.
• Track your application status and handle ROC queries.
• Guide you on tax exemptions and compliance after incorporation.

Our goal is to let you focus on the mission while we take care of the process.