Section 8 Company Registration: Set Up an NGO as a Company
Incorporate a non-profit under Section 8 of the Companies Act, with the licence application, MOA, AOA and SPICe+ filings handled for you.
Get Started Today
A Section 8 company is a non-profit company incorporated under Section 8 of the Companies Act 2013 to promote objects such as charity, education, science, art, sports, social welfare, religion or protection of the environment. It suits founders, social enterprises and CSR partners who want a corporate structure with limited liability and a formal governance framework. Any surplus must be applied to the stated objects, and dividends cannot be paid to members. Before incorporation, the Central Government grants a licence on an application in Form INC-12 filed with the Registrar of Companies. Our team drafts the objects, memorandum and articles, files the licence application and then completes incorporation through SPICe+.
Who provides this service: our team of Company Secretaries and compliance specialists.
Who Needs Section 8 Company Registration (NGO)?
- Founders starting a non-profit in education, health, livelihood, sports or the environment
- Social enterprises and foundations that want a corporate governance framework
- Corporate groups creating an implementing arm for CSR projects
- Industry bodies, chambers and professional associations that prefer a company form
- Existing trusts or societies considering a move to a corporate structure as they scale
Key Benefits
- Objects drafted to fit the activities allowed for a Section 8 company, which is what the licence application is judged on
- Memorandum and articles prepared with the not-for-profit restrictions that the Companies Act requires
- A corporate structure with a separate legal identity and limited liability for members
- Preparation for the income tax steps that usually follow, such as 12A and 80G, and for FCRA planning if foreign funds are expected
- A clear explanation of how a Section 8 company differs from a trust or society before you commit
- A post-incorporation compliance outline covering ROC filings, audit and financial statements
How It Works
Plan objects, structure and name
We discuss your mission, who will sit on the board and how the organisation will earn and spend money. We then shortlist names suited to a non-profit and draft objects that the licensing authority can accept.
Obtain DSC and DIN
Proposed directors need digital signature certificates and director identification numbers to sign the forms. We arrange these and check that identity and address details are consistent across all documents.
Prepare the INC-12 application set
We assemble the licence application with the draft memorandum and articles, declarations from directors and from a professional, and a statement of projected income and expenditure, as the rules require.
Obtain the licence
The application is considered by the competent authority through the Registrar of Companies. We respond to any observations and revise documents until the licence is granted or the authority communicates its decision.
Incorporate through SPICe+
After the licence is granted, we file the incorporation application and related forms so that the Certificate of Incorporation, the CIN and the company PAN and TAN can be issued by the authorities.
Complete post-incorporation steps
We guide you on opening the bank account, holding the first board meeting, appointing the auditor and applying for 12A and 80G, so the organisation can begin its work on a sound footing.
Documents Required
- PAN, identity proof and address proof of each proposed director and subscriber
- Passport-size photographs of the directors and subscribers
- Proof of the proposed registered office, with a no-objection letter from the owner if the premises are not owned
- Recent utility bill for the office address
- Draft objects and the proposed name options
- Digital signature certificates and DIN details for the directors
- Declarations from directors and from the professional assisting with incorporation, in the prescribed format
- Projected income and expenditure estimates for the initial years
- Consent to act as director from each person joining the board
Timeline and Fees
Indicative timeline: Indicative range of about one to three months overall. The licence stage depends on the competent MCA authority and its queries, and incorporation follows once the licence is granted.
Professional fee: Government fees include MCA filing fees and stamp duty, which depend on the authorised capital and the state, and are paid at actuals. Our professional fee depends on the structure, the number of directors and the drafting involved. Contact our team for a written quote.
What Can Go Wrong if This Is Missed or Done Incorrectly
- Presenting a business as a non-profit without the Section 8 licence conflicts with the Companies Act
- Distributing surplus to members can breach the licence conditions and invite action from the authorities
- Vague or commercial-sounding objects can bring queries or rejection of the licence application
- Missing annual ROC filings or audit can attract penalties and put the licence at risk
- Revocation of the licence in serious cases can change the status of the company and what it may do with its assets
Frequently Asked Questions
What is a Section 8 company and who should form one?
A Section 8 company is a company incorporated to promote charitable or social objects, applying all income towards those objects without paying dividends to members. It suits founders who want a corporate form with limited liability, a formal board and statutory audit, particularly if they expect institutional donors or CSR partners.
How is a Section 8 company different from a trust or society?
A Section 8 company is regulated by the Ministry of Corporate Affairs under the Companies Act, with ROC filings, an auditor and board governance. Trusts and societies register at state level with lighter formal requirements. The corporate route involves more compliance but a more structured framework, so the choice depends on your goals.
Do I need a licence before registering a Section 8 company?
Yes. The Central Government must grant a licence under Section 8 before the company is incorporated with that status, and the application is made in Form INC-12 to the Registrar. This licence stage is where most of the time and review goes, so a careful objects clause and complete documents matter.
Can a Section 8 company pay salaries to directors or staff?
Paying reasonable remuneration for work actually done is generally possible under the Companies Act, but profits cannot be distributed to members as dividends. The conditions in the licence and the articles also apply. Remuneration should be documented and consistent with the objects, and we explain the approach while setting up the structure.
Can a Section 8 company receive foreign donations or CSR funds?
Foreign contributions need separate FCRA registration or permission from the Ministry of Home Affairs, which has its own conditions. To receive CSR funds, an implementing agency usually has to complete a separate CSR registration with the MCA and hold the required tax registrations. Both are steps after incorporation.
How many directors and members are needed?
The minimum depends on whether the company is formed as a private or a public company, because the Companies Act sets different minimums for each. A private company can be set up with fewer persons than a public one. We confirm the structure that suits your plans and check the requirement before drafting.
Official Sources
Rules, forms and fees change. Check the current position on the official portal:
Related Services
Related Guides and Articles
Ready to Get Started?
Speak with a qualified professional about your section 8 company registration: set up an ngo as a company requirements.
Last reviewed: . Laws, fees and procedures change; check the official portal before you act.
Disclaimer: The information on this page is for general informational purposes only and does not constitute professional legal, tax or compliance advice. Requirements vary by situation. Please consult a qualified CA or CS for advice specific to your needs. Government fees and timelines are subject to change; verify with the relevant authority before proceeding.