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Section 8 company registration: how to set up a non-profit company

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A Section 8 company is a company formed to promote charitable objects like education, art, science, sports, social welfare or environment protection. It is licensed under Section 8 of the Companies Act, 2013, cannot pay dividends, and must use all income for its objects. For non-profits that want the credibility and governance of a company, it is the strongest structure available.

Section 8 vs trust vs society

Section 8 companyTrustSociety
LawCompanies Act, 2013 (central)Indian Trusts Act or state lawSocieties Registration Act (state)
RegulatorMCACharity commissioner / sub-registrarRegistrar of Societies
GovernanceBoard, AGMs, annual filingsTrust deedBye-laws
Credibility with donors and CSRHighMediumMedium

Registration process

  1. 1.Get DSCs for directors and subscribers. A Section 8 private company needs at least two directors and two members.
  2. 2.Reserve the name. Section 8 companies do not need "Limited" or "Private Limited". Names usually end in Foundation, Forum, Association, Federation, Council and similar words.
  3. 3.Draft the MOA in INC-13 and the AOA, both restricting profit distribution.
  4. 4.Prepare declarations: INC-14 (by a professional) and INC-15 (by each subscriber), plus estimated income and expenditure for the next three years.
  5. 5.File SPICe+ with these attachments. The licence under Section 8 is granted along with incorporation.

Restrictions to know

  • No dividends to members. Profits must be applied to the company's objects.
  • Changes to the MOA or AOA need prior approval from the Registrar.
  • If the licence is revoked or the company is wound up, surplus assets go to another Section 8 company with similar objects.
  • Income-tax exemption is not automatic. Apply separately for registration under the Income-tax Act and for donor deduction approval.

Frequently asked questions

No. There is no minimum paid-up capital.

It can pay reasonable remuneration for services actually rendered, as allowed by its articles, but cannot distribute profits.

Yes. Section 8 companies are eligible CSR implementing agencies, after registering with MCA in CSR-1.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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