Headings and links updated 20 October 2026.
Nonprofit company formation and governance preparation.
Our fee
Section 8 company registration: ₹2,999 + GST professional fee
Government fees are extra and separate from our professional fee, paid at actual cost to the authority or portal.
Who it suits: founders forming a nonprofit company under Section 8 whose objects fall within section 8(1)(a), such as education, social welfare, charity or protection of environment.
What we deliver: route and structure check; agreed membership, board and signing roles; objects, name and operating plan prepared for drafting; the filing set confirmed with the appointed professional; submission and tracking of the agreed application; and a handover of the next banking, accounting and compliance actions.
What you supply: proposed objects and activities, subscriber and director details, name options and office arrangements. Applicants review the final facts and sign the declarations; the appointed professional certifies where required.
Expected working time: timeline confirmed after document review. The authority decides the application and its timing; we do not guarantee approval.
Next step: tell us on WhatsApp what your organisation plans to do, so we can check whether a Section 8 company suits it.
What is included: our professional fee for document preparation and filing support for this service.
What is extra: Government fees and DSC (digital signature certificate) extra, at actual cost. Government fees, stamp duty and DSC are always extra at actual cost.
Discuss your Section 8 registration on WhatsApp →
This is document and filing support, not legal or tax advice. Registration/approval is decided by the government authority; we do not guarantee approval.
Important: NGOGrant.in does not award or guarantee grants. Our guides and the official portal links are open to read at no charge. Our professional fee (shown above) is separate and is only for preparation and filing help, never for “sanctioning” a grant or approval. Beware anyone who takes money to guarantee funding.
On this guide Browse sections
A Section 8 company is a company-law nonprofit structure. It should be chosen because its objects, governance model, members/directors and non-distribution framework fit the institution being built—not because someone claims it is universally ‘best for grants’.
What is a Section 8 company?
A Section 8 company is a not-for-profit company licensed by the Central Government under section 8 of the Companies Act, 2013. It must have charitable or public-benefit objects, use any profit or income only to promote those objects, and never pay a dividend to its members.
That is the whole idea in one breath. The rest is detail – but the detail is where founders get surprised, so it is worth reading.
Where the name comes from
“Section 8” is simply the section of the Companies Act, 2013 that allows it. The Act says the Central Government may, “by licence”, allow a person or an association of persons to be registered as a limited company under this section (s.8(1)). So unlike a society or a trust, a Section 8 company is created under one central law, wherever in India its office is.
What a Section 8 company can be set up for
The objects must be “the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object” (s.8(1)(a)). That can cover many kinds of NGO work. Illustrative examples only: a women’s livelihood project in rural Bihar, a sports academy in Pune, an environmental group in Kerala, a rural health programme in Madhya Pradesh or an after-school tuition programme in Nagaland.
Two promises go with it (s.8(1)(b), (c)):
- it intends to apply its profits, if any, or other income in promoting its objects; and
- it intends to prohibit the payment of any dividend to its members.
Notice the words “if any”: the Act expects that there may be a surplus, as long as it goes back into the objects.
One visible sign: with the licence, the company is registered without “Limited” or “Private Limited” at the end of its name (s.8(1)).
What it cannot do
| You cannot… | Why (Companies Act, 2013) |
|---|---|
| Pay dividends to members | s.8(1)(c) – the objects must prohibit it |
| Use income or profit for anything other than its objects | s.8(1)(b) |
| Change its memorandum or articles on your own | s.8(4)(i) – only “with the previous approval of the Central Government” |
| Convert into an ordinary company whenever you like | s.8(4)(ii) – “only after complying with such conditions as may be prescribed” |
| Merge with any company | s.8(10) – only with another Section 8 company “having similar objects” |
| Take the assets home if it closes | s.8(9) – surplus assets on winding up may go to another Section 8 company with similar objects, or be sold with the proceeds credited to the Insolvency and Bankruptcy Fund |
Founders often miss the last row. Property the company owns belongs to the company, not to its members, and on winding up section 8(9) decides where any surplus goes. If anyone plans to bring land or other assets into the company, take professional advice first.
When the licence can be taken away
The Central Government can revoke the licence if the company breaks any requirement of section 8 or the licence conditions, or if its affairs are run “fraudulently or in a manner violative of the objects… or prejudicial to public interest” (s.8(6)). The company must first be given “a reasonable opportunity of being heard”.
If the licence is revoked, the Government can direct the company to add “Limited” or “Private Limited” to its name (s.8(6)). If it is satisfied that this is essential in the public interest, it can also order the company to be wound up or amalgamated with another Section 8 company, again after a hearing (s.8(7)).
Penalties
If a Section 8 company defaults on the section’s requirements, the Act provides (s.8(11)):
- the company: a fine “not less than ten lakh rupees but which may extend to one crore rupees”;
- directors and every officer in default: a fine “not less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees”;
- if the affairs were conducted fraudulently: every officer in default “shall be liable for action under section 447” (s.8(11), proviso).
These are minimum fines, not small ones – the limits are what give the structure public trust.
A Section 8 company is run by its board, and its decisions need proper records. The NGO Governance Meeting and Resolution System helps you keep board meetings, resolutions and minutes in order.
Section 8 company, society or trust – the one-minute view
| Section 8 company | Society | Public charitable trust | |
|---|---|---|---|
| Law | Companies Act, 2013, s.8 (central) | Societies Registration Act, 1860 – states may have amended it or have their own law | Trust deed, plus any State public-trust law; the Indian Trusts Act, 1882 does not apply to public or private religious or charitable endowments (s.1) |
| Who allows it | Central Government licence (s.8(1)) | Registrar under the law that applies in your State or UT | Depends on the state |
| Minimum people to form it | Seven or more for a public company, two or more for a private company (Companies Act s.3(1)); at least three directors for a public company and two for a private company (s.149(1)) | Seven or more persons under the central Act (s.1); State laws may differ | Set by the trust deed and any State law that applies |
| Profits | Must be applied to its objects; no dividend to members (s.8(1)(b), (c)) | Governed by the society’s memorandum, rules and the applicable law | Governed by the trust deed and the applicable law |
Still at the planning stage? NGO Registration Preparation and First 90 Days helps you compare legal structures, organise the information your registration professional will need, and plan your first 90 days once the organisation is formed.
For governance, cost and day-to-day differences, read our full comparison of society, trust and Section 8.
Thinking a Section 8 company might suit your work? Ask us on WhatsApp – the link opens WhatsApp with an editable message; nothing is sent until you tap Send.
Source: Companies Act, 2013, section 8 (India Code copy), checked 20 Oct 2026. General information, not legal or tax advice. The Central Government decides the licence; we do not guarantee approval or a timeline.
Section 8 company registration: the steps on the MCA route
The order below follows what the Companies Act requires and how MCA’s incorporation system is set up. Your CA or company secretary confirms the exact forms and attachments for your case before anything is filed.
- Write the objects. They must fall within section 8(1)(a) – for example education, social welfare, charity or protection of environment – and the company must intend to apply its profits or income to those objects and prohibit dividends to members (s.8(1)(b), (c)).
- Decide public or private, and who joins. Seven or more subscribers for a public company, two or more for a private company (s.3(1)); at least three directors for a public company, two for a private company (s.149(1)).
- Choose the name. A Section 8 company is registered without adding “Limited” or “Private Limited” to its name (s.8(1)). MCA’s FAQ says the name must include a word such as Foundation, Forum, Association, Federation, Chambers, Confederation or Council.
- Reserve the name. MCA’s FAQ says the name can be reserved first through SPICe+ Part A (up to two name options), or Part A can be filed together with Part B (one name).
- File SPICe+ (INC-32) with the licence application. SPICe+ is MCA’s integrated incorporation web form. For a new Section 8 company, the Central Government licence (s.8(1)) is applied for in SPICe+ Part B; MCA’s FAQ says Form INC-12 is not filed for a new Section 8 company.
- After incorporation, keep within the licence. The memorandum or articles cannot be altered without the Central Government’s previous approval (s.8(4)(i)), and the licence can be revoked for breach of the section’s requirements (s.8(6)).
What to prepare before the professional starts the filing
| What to prepare | Why it is needed |
|---|---|
| Draft objects clause | Must meet s.8(1)(a); objects cannot later be changed without approval (s.8(4)(i)) |
| List of proposed subscribers (members) | Minimum seven (public) or two (private) – s.3(1) |
| List of proposed directors | Minimum three (public) or two (private) – s.149(1) |
| One or two name options, each with a word such as Foundation or Association, without “Limited” | Section 8 naming rule – s.8(1); MCA FAQ: SPICe+ Part A filed alone takes up to two names |
| Note on how income and any profit will be used | Profits applied to objects, no dividend – s.8(1)(b), (c) |
| Registered office arrangement and identity/address papers of each person | Needed for the MCA filing; the exact list is confirmed by your professional for the current forms |
Official references: MCA – SPICe+ and linked filings FAQ and the Companies Act, 2013 on India Code (linked in the sources below).
Is a Section 8 company the right structure for your NGO?
Purpose and choice of structure
Section 8 of the Companies Act provides a company route for qualifying objects such as education, research, social welfare, charity, environmental protection and other listed purposes. Its income and any profits must support its objects, and dividends to members are prohibited. The practical question is whether the founders are prepared to operate on that basis, including after the organisation becomes successful.
A project may collect fees, sell an output or earn a surplus without that alone deciding the structure. Explain how each activity serves the proposed objects and how the income will be used. If the intention is to distribute business profits to the founders or offer investors a dividend return, pause the Section 8 application and review a suitable business structure. Tax treatment of a particular activity is a separate assessment.
Start from a concrete project brief: the people served, the work proposed, locations, delivery partners and expected operating costs. For example, an education initiative should distinguish running a school, providing scholarships and organising learning support. Those activities can involve different permissions and costs. A copied object clause promising every imaginable activity gives the reviewer less useful information than a coherent plan.
Compare Section 8 with a public charitable trust or society before paying for incorporation. Consider governance, membership, responsibility for records, intended counterparties and the law applicable to the alternative structure. There is no universal best NGO structure for every founder. An existing trust or society needs a separate assessment of its assets, contracts, staff and registrations; a fresh company certificate does not itself transfer them.
People, membership and governance
Agree who will be a subscriber or member and who will manage the company as a director. These are different roles, even where the same people hold both. Section 3 provides formation by at least two subscribers for a private company and seven for a public company. The actual board, eligibility, residency and Section 8-specific provisions still need professional review; this page does not assume that the subscriber count settles every director requirement.
Discuss a company limited by shares or by guarantee, and whether the private or public structure fits the membership plan. A guarantee is a member commitment under the constitutional documents, not a promise that a grant will be approved. The memorandum and articles should address the agreed structure, admission and exit, voting and management. Do not select a model solely because someone describes it as the cheapest filing option.
Identify overseas people, body corporate subscribers, an existing institution behind the project and any uncertainty about who may authorise participation. These circumstances need tailored documentation and signing review. Director residency is assessed using the financial-year rule, with proportionate treatment in the incorporation year; nationality, citizenship and residence should not be treated as interchangeable facts.
Plan how decisions and payments will be authorised. Identify who approves budgets, appoints staff, retains records and reviews transactions involving founders or connected persons. Payments for actual work and reimbursements should be assessed separately from prohibited dividend distribution, with appropriate approval and evidence. Do not assume that nonprofit status makes every founder payment acceptable or that founders must always work without pay.
Name, office and financial preparation
Prepare a shortlist of names and explain their connection with the proposed objects. Disclose an existing organisation or brand with a similar name and any relevant consent question. Name reservation and incorporation are separate decisions within the preparation process. Section 8 permits the licence-based omission of Limited or Private Limited; neither a name reservation nor the word Foundation proves that the organisation is already licensed or incorporated.
The registered office must be a usable and properly supported address for the company. Explain whether premises will be owned, rented or shared, and who can authorise their use. Organise the actual occupancy and address evidence for review. An address used only to fill a form can create problems with notices, records and later banking. Exact evidence, document age and the current filing route must be confirmed for the case.
Connect the financial plan to the activity brief. Set out expected funding sources, programme costs, administration, staffing and any premises commitments, distinguishing confirmed resources from hopes or proposals. If a donor has only been approached, describe that accurately. NGOGrant can organise the assumptions and projections you approve; it cannot manufacture a grant sanction, a donation commitment or a financial history.
Keep incorporation money, later domestic donations, activity income, CSR plans and possible foreign contribution distinct in the brief. Foreign participation in governance and foreign contribution are different questions. Explain both where relevant. A domestic bank account, a new Section 8 licence or an overseas founder does not by itself settle whether a proposed receipt can lawfully be accepted.
Filing, approval and the next responsibilities
For new incorporation, the filing professional must confirm the current MCA incorporation and Section 8 licensing workflow, the memorandum/articles route, declarations and linked applications. Existing-company licensing or conversion is a different starting point. An old INC-12 attachment list should not be applied automatically to a new incorporation. The public checklist deliberately leaves exact current form and attachment decisions for review.
Before signing, review the proposed name, objects, structure, people, address, financial assumptions and all declarations together. Retain one approved version and tell the coordinator when a fact changes. Applicants remain responsible for truthful information, while the required professional performs the relevant statutory review or certification. Digital-signing credentials and OTPs should stay out of a public enquiry or shared preparation summary.
After submission, retain the acknowledgement and payment records and assign responsibility for monitoring the application. A query can require clarification, corrected information or further professional work. Agree which follow-up is included and what happens when the project, participants or objects change. No fixed incorporation period or approval guarantee is offered; preparation time and the authority’s decision time are different.
If incorporation is approved, check the actual outcome documents and hand over the constitutional documents, available licence/incorporation records, identifiers and filed copies. Agree the immediate company-compliance, banking and accounting actions that apply to the chosen structure. Plan annual records, audit and filing responsibilities separately. Tax-exemption applications, Darpan, CSR-1, FCRA and activity-specific permissions remain individually assessed next steps.
New nonprofit project
Clarify the objects, people, funding assumptions and operating plan before committing to incorporation.
Structure not yet decided
Compare company governance with a trust or society and identify the work each would require.
Existing organisation or application
Start with its actual status, records and open matters. Conversion and resubmission need a defined scope.
Grant or CSR target in mind
Share the actual opportunity and eligibility conditions. Incorporation alone does not qualify a project for funding.
Section 8 company registration: how our process works
- 1 Choose the right route Clarify the actual purpose, existing entity/application status and whether Section 8 governance fits the project.
- 2 Agree the structure and people Identify membership, board and signing roles, private/public and shares/guarantee decisions, and specialist issues.
- 3 Prepare the objects, name and operating plan Connect the proposed activities to the constitutional drafting and financial assumptions. Review the office arrangements.
- 4 Confirm the filing set The appointed professional confirms current forms, supporting evidence and certification. Applicants review the final facts and declarations.
- 5 Submit and track the agreed application Use authorised signing and payment arrangements, retain the acknowledgement and monitor any query within the agreed scope.
- 6 Hand over and assign the next responsibilities Check the outcome records and identify applicable banking, accounting and compliance actions. Scope later registrations individually.
What we prepare, what you sign, what the professional certifies
LendLink Tech Private Limited organises information, documentation and coordination. Under the Companies Act, formation involves applicant/officer declarations and the appropriate professional’s statutory role. The engagement must identify who reviews and signs each form; a general list of professions does not establish that each may certify every filing.
NGOGrant does not present itself as MCA, a Chartered Accountant firm or a law firm. The named professional handles the regulated act, and the authority decides the application. Applicants approve truthful instructions and retain control over signing. Legal structuring, foreign participation, disputed assets and existing-entity conversions need an appropriately scoped review.
Section 8 company registration FAQs
What is a Section 8 company?
A not-for-profit company licensed by the Central Government under section 8 of the Companies Act, 2013, with charitable or public-benefit objects, income used only for those objects and no dividend to members.
Can a Section 8 company change its objects later?
Only with the previous approval of the Central Government (s.8(4)(i)).
What happens to the assets if a Section 8 company closes?
Surplus assets may be transferred to another Section 8 company with similar objects, or sold with proceeds credited to the Insolvency and Bankruptcy Fund (s.8(9)).
Can the licence be cancelled?
Yes, for breach of section 8 or licence conditions, fraud, activities against the objects or against public interest, after a hearing (s.8(6)). The Government may then order the name change, winding up or amalgamation (s.8(6), (7)).
Is a Section 8 company better than a trust or society for getting grants?
No. Consider the objects, governance, people responsible for records and intended activities. A trust or society may need to be compared under the relevant law. Choose the structure for the institution you will operate, rather than relying on a generic claim that one NGO form always receives more grants.
Can a Section 8 company earn income from its activities?
Section 8 requires income and profits to be applied to the company’s objects and prohibits dividends to members. The proposed activity, permissions and tax treatment still need review. Income generation and charitable tax exemption are separate questions.
How many people are needed to form a Section 8 company?
The Act’s formation rule starts with two subscribers for a private company or seven for a public company. Subscriber/member and director roles are distinct. The complete Section 8 board, residency and eligibility position must be checked for the proposed structure; a single-founder enquiry receives structure review rather than an assumed ordinary filing.
Can I register a Section 8 company alone, as a single founder?
Do not proceed on the assumption that a solo founder can use a standard private Section 8 package. Explain the proposed membership and board first. Do not add a nominal person without informed consent simply to satisfy a form.
Should our Section 8 company be limited by guarantee or have share capital?
That choice affects the constitutional documents and member commitments. It should follow the membership and governance plan. Guarantee does not mean government-backed finance, and share capital does not remove the Section 8 restriction on dividends.
Which MCA forms are used for Section 8 company registration?
New incorporations go through SPICe+ (INC-32), MCA’s integrated incorporation web form; the name can also be reserved first through SPICe+ Part A. For a new Section 8 company, the licence is applied for in SPICe+ Part B, and MCA’s FAQ says Form INC-12 is not filed. An existing company seeking a Section 8 licence or conversion starts differently. Your CA or company secretary confirms the current forms for your case before filing.
What documents and details are needed to start Section 8 company registration?
Start with the project and objects brief, proposed people and roles, name options, office arrangement and financial assumptions. The checklist helps organise those inputs. Acceptable identity/address evidence, office attachments, declarations and authentication requirements are then confirmed for the actual participants and current forms.
Can we use a rented, shared or virtual office as the registered office?
Explain the actual premises arrangement and who can authorise company use. Organise the supporting occupancy and address records for review. This page does not approve an address or promise that any virtual/shared-office package will meet the requirements.
Who prepares the financial plan for our Section 8 application?
Financial-plan preparation can be included in the written scope. Applicants must provide and approve the activity, cost and funding assumptions. Unconfirmed grants remain assumptions; no sanction, donation commitment or operating history is invented.
Can a foreign national or NRI be part of our Section 8 company?
Disclose the proposed participation before accepting a standard package. Eligibility, authorisation, authentication, signing and any other applicable law need tailored review. Overseas participation does not automatically authorise the company to receive foreign contribution.
Does Section 8 registration automatically give us tax exemption?
No. Incorporation establishes the company under the Companies Act. Income-tax registration or approval and the conditions for an exemption or donor deduction are separate. The linked tax-exemption service must confirm the applicable current provisions and application route.
Will our Section 8 company automatically get CSR funds or grants?
No. The particular opportunity, implementing-entity conditions, registrations and due diligence must be assessed. Darpan and CSR-1 are separate routes where relevant; neither a company certificate nor a filing receipt promises funding.
Can a new Section 8 company receive foreign donations?
Do not treat incorporation as foreign-contribution permission. Before accepting a proposed receipt, review its source and nature and the applicable FCRA position with the appropriate professional. This incorporation checklist does not grant that permission or assess a full FCRA application.
How long does Section 8 company registration take?
Preparation depends on the project, documents, signing and any unresolved questions. The authority’s review can involve further queries. A case-specific preparation estimate may be agreed, but no fixed approval period or incorporation date is promised.
Does the service cover replies if the authority raises queries?
The written scope should identify monitoring, ordinary clarification work, response limits and any additional drafting or professional work. Changed instructions and a substantially different project can require a revised scope. A response is reviewed against the actual communication and its deadline.
What should we do after our Section 8 company is incorporated?
Collect and check the outcome documents, assign banking and bookkeeping responsibilities and review the immediate company-compliance actions. Annual records, audit, returns and other registrations need their own plan. Incorporation support does not automatically include a year of compliance or every NGO approval.
What does “Section 8 company” mean?
It means a company registered under section 8 of the Companies Act, 2013 with a Central Government licence. Its objects must be things like education, social welfare, charity or protection of environment, its profits must be used for those objects, and it cannot pay dividends to its members.
What is SPICe+ (INC-32)?
SPICe+ is MCA’s integrated web form for incorporating a company, numbered INC-32. For a new Section 8 company, the licence application is part of SPICe+ Part B. Your professional confirms the linked forms for your case before filing.
Does a Section 8 company have “Limited” in its name?
No. The Act says a Section 8 company is registered without adding “Limited” or “Private Limited” to its name.
Official sources for Section 8 company registration
The references support the legal structure and the distinction between incorporation and later approvals. Exact current MCA form, attachment and certification requirements remain a filing-review gate where the current instruction kit could not be authenticated. Preparation selections are not statutory clearance.
Companies Act, 2013 — India Code
Sections 3–8, 12 and 149(3): nonprofit conditions, formation, constitutional and participant information, office and resident-director framework. Section 8 exemptions and current filing mechanics need case review.
NITI Aayog — Voluntary Action Cell
Darpan is a separate self-registration and identity route for NPOs; grant applications remain separate. This page is not used as a current tax or bank-document checklist.
MCA CSR FAQs — government-hosted reference
The 2021 framework distinguishes implementation eligibility/registration and corporate funding decisions. Historical context only; not a complete current eligibility matrix.
MCA — 2026 CSR framework update
The May 2026 announcement confirms later CSR changes. Review the applicable current route separately; no CSR funding or implementing eligibility is conferred by incorporation.
MHA — foreign-contribution permission framework
Historical official explanation of the separate registration/prior-permission framework. Supports scope separation only; current FCRA conditions, forms, fees and exemptions are not established by this reference.
MCA — current filing review pending
Exact Section 8 licensing/incorporation kits, constitutional-form route, declarations, attachments, applicable charges and professional requirements must be confirmed for the actual case. No retrieved current kit is claimed.
Current source notes
Section 8 of the Companies Act, 2013 requires qualifying objects, application of profits or income to those objects, and prohibition of dividends to members. The current MCA incorporation route uses SPICe+ and linked filings; the exact filing set and attachments must be rechecked for the actual case before submission.