Section 8 Company Registration
Run a not-for-profit with corporate credibility. A Section 8 company is the structure many serious NGOs and foundations choose. We handle the licence and SPICe+ incorporation, then help with 12A/80G.
Quick answer
A Section 8 company is a limited company licensed by the Central Government under section 8 of the Companies Act, 2013 to promote commerce, art, science, sports, education, research, social welfare, religion, charity or environmental protection. It must apply its income to those objects and is prohibited from paying any dividend to members, and in exchange it is registered without "Limited" or "Private Limited" in its name. A new Section 8 company is incorporated through SPICe+; Form INC-12 is the separate ₹2,000 application used when an existing company converts.
Applies to: Position as at August 2026Jurisdiction: India — Companies Act, 2013 and the Companies (Incorporation) Rules, 2014Sources checked: 2026-08-20
Starts at
₹5,999
+ GST | government fees, stamp duty, DSC, PAN/TAN and state charges vary and are extra
Timeline
Typically 15–25 working days (licence + incorporation)
Documents
Directors' KYC + objects
Non-profit structure
Section 8 licence
Higher credibility than a trust/society
12A/80G ready
Pricing
Section 8 (non-profit) registration
Includes the Section 8 licence and SPICe+ incorporation. Government fees and stamp duty vary by state. 12A and 80G are handled as add-ons.
Incorporation
Licence + company
+ GST | government fees, stamp duty, DSC, PAN/TAN and state charges vary and are extra
- Section 8 licence
- DSC & DIN for directors
- SPICe+ incorporation
- MOA/AOA with charitable objects
NGO Starter
With 12A & 80G
Quoted with tax exemptions
- Everything above
- 12A registration
- 80G registration
- Compliance guidance
Prices are professional fees and indicative. Government fees, stamp duty, DSC, PAN/TAN, state charges and third-party costs are extra and may change. A final engagement summary separates each component before payment.
Overview
What is Section 8 Company Registration?
A Section 8 company is a company formed for charitable or not-for-profit objects. Section 8(1) lists them: the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object. Two further conditions sit alongside the objects — the company must intend to apply its profits or other income in promoting those objects, and it must intend to prohibit the payment of any dividend to its members. Meet all three and the Central Government may license it as a limited company without "Limited" or "Private Limited" in its name.
Compared with a trust or society, a Section 8 company offers higher credibility, a national structure, stronger governance and easier access to grants and CSR funding. Two structural details are worth knowing before you choose it. Section 8(3) allows a firm to be a member of a Section 8 company, which a normal company does not permit. And section 8(4)(i) means the memorandum and articles cannot be altered except with the previous approval of the Central Government — so the objects you set at the start are genuinely hard to change later.
The licence is also easier to lose than most founders expect, and harder to exit. Under section 8(6) the Central Government may revoke the licence if the company breaches section 8's requirements or the licence conditions, or if its affairs are conducted fraudulently or in a manner prejudicial to the public interest, and may direct it to convert and add "Limited" to its name. Section 8(10) allows amalgamation only with another Section 8 company having similar objects, and section 248(3) means the ordinary voluntary strike-off route is not available to a Section 8 company at all.
One point of process that is widely got wrong: for a new company the Section 8 licence now issues through SPICe+ itself. Form INC-12 — fee ₹2,000, processed in non-STP mode under section 8(1) and 8(5) read with rules 19 and 20 of the Companies (Incorporation) Rules, 2014 — is the application used when an existing company converts into a Section 8 company. If you are starting fresh, you are not filing INC-12.
We handle the licence and SPICe+ incorporation, then help you secure 12A and 80G tax exemptions so donors get benefits.
Is it for you?
Who needs it — and who doesn't
Recommended if
- Founders setting up a serious, credible NGO or foundation
- Organisations seeking CSR funding and institutional grants
- Groups wanting national reach and strong governance
- Non-profits that want a corporate structure over a trust/society
May not be needed if
- Small, local charitable groups for whom a trust or society is sufficient
- For-profit ventures (a Section 8 company cannot distribute profits)
Benefits
Why it's worth doing right
Credibility for funding
A Section 8 company is well-regarded by CSR donors, grant-makers and government bodies.
Strong governance
Company-grade governance and transparency build donor trust.
Tax benefits
With 12A and 80G, the organisation is tax-exempt and donors get deductions.
Perpetual succession
The organisation continues independently of its founders.
Eligibility
Eligibility & key conditions
- Minimum two directors (for a private structure) and the required members
- Charitable objects as defined under Section 8
- A registered office in India and a clear non-profit purpose
Documents
Documents required
Directors/members (each)
- PAN card
- Aadhaar / ID proof
- Address proof
- Photograph
Registered office
- Utility bill (recent)
- Rent agreement (if rented)
- NOC from the owner
Organisation
- Proposed names
- Detailed objects and activities
- Projected income/expenditure statement
- Declaration for the Section 8 licence
Process
A clear path from start to filed
Official filing
How the MCA portal (mca.gov.in) — SPICe+ for a new company; Form INC-12 for an existing company converting flow works
For a new Section 8 company the licence and the incorporation happen together in SPICe+, with the charitable objects, governance and a projection of income and expenditure supplied as part of that filing. There is no separate pre-incorporation form to file first.
For an existing company converting to Section 8, the route is Form INC-12, made under sections 4, 5, 8(1) and 8(5) read with rules 19 and 20 of the Companies (Incorporation) Rules, 2014. MCA's fee for it is ₹2,000, it is processed in non-STP mode — a person reviews it — and a resubmission window of T+15 days applies. The conversion also requires a special resolution filed in MGT-14, and a newspaper notice published in two languages, one English and one in the vernacular of the district, within a week of the application, plus publication on the websites notified by the Central Government.
MCA fees on incorporation itself follow the ordinary rules: nil registration fee up to ₹15,00,000 authorised capital under rule 38(2) of the Companies (Incorporation) Rules, 2014, and stamp duty set by your State. Stamp duty is where Section 8 does get a real concession — in most States in MCA's published table, a Section 8 company pays nil stamp duty on the memorandum and articles, where an ordinary company would pay anywhere from ₹41 to ₹10,025 depending on the State.
We prepare and review the filings and submit through the official MCA portal. The licence is discretionary — section 8(1) turns on the Central Government being satisfied about the objects and the two undertakings. We prepare a strong application; we do not claim a private API or a guaranteed outcome.
Costs
Fees & cost breakdown
| Cost component | Indicative amount |
|---|---|
| Professional feeOurs. Licence + incorporation; 12A/80G quoted separately | From ₹5,999 |
| MCA registration feeGovernment. Rule 38(2), Companies (Incorporation) Rules, 2014; capital-linked above that threshold | Nil up to ₹15,00,000 |
| Stamp duty on MOA/AOAGovernment. Section 8 companies pay nil MoA/AoA stamp duty in most States in MCA's published table — confirm against your own State's Stamp Act | Nil in most States |
| Form INC-12 (conversion only)Government. Only where an existing company converts — not for a new incorporation | ₹2,000 |
| PAN and TANGovernment. Charged in the consolidated SPICe+ challan | ₹66 and ₹65 |
| DSCCommercial. Priced by a licensed Certifying Authority — there is no statutory rate, so we quote actuals | Per director |
Government fees and professional fees are separate. Only the professional fee is ours.
Deliverables
What you receive on completion
After this filing
What you need to stay compliant next
Annual filings
AOC-4, MGT-7, board meetings and audited accounts — Section 8 companies must keep strong records. Note a Section 8 company is expressly excluded from the definition of a small company in section 2(85), so it files the full MGT-7, never the abridged MGT-7A.
Tax & FCRA
Maintain 12A/80G compliance; FCRA registration applies if you receive foreign contributions (separate process).
Utilisation of funds
Profits and income must be applied to the objects — no dividends to members. This is a licence condition, not a preference.
Changing the objects is hard
Section 8(4)(i) prohibits altering the memorandum or articles except with the previous approval of the Central Government. Draft the objects carefully at the start.
Exit routes are narrow
A Section 8 company cannot use the voluntary strike-off route under section 248(2), because section 248(3) excludes it. It may amalgamate only with another Section 8 company having similar objects, and on winding up any surplus goes to a similar Section 8 company or to the fund under section 224 of the Insolvency and Bankruptcy Code, 2016 — never back to the members.
Avoid delays
Common mistakes & reasons for rejection
Common mistakes
- Vague or non-charitable objects that fail the licence test
- Treating it like a for-profit company (no dividends allowed)
- Skipping 12A/80G and losing donor tax benefits
- Underestimating annual compliance
Why filings get rejected or delayed
- Objects not as the Act requires for the issue of a licence, or the grounds of the application not clearly made out
- Memorandum and articles not amended as section 8 requires — in particular, articles that do not contain a prohibition on the distribution of profits among members
- The projection of income and expenditure for the next three years missing, or not specifying the sources of income and the objects of the expenditure
- The company has applied its profits or income by way of dividend to its members
- For a conversion: no valid SRN of the MGT-14 carrying the special resolution approving registration under section 8
- For a conversion: newspaper notice not furnished, not published within a week of the application, not published in two languages (one English and one in the district's vernacular), or not published on the websites notified by the Central Government
- Approval, concurrence or NOC of the relevant sectoral regulator, department or Ministry not furnished, or objections raised by them not satisfactorily resolved
- Declaration not made on non-judicial stamp paper; certified minutes of the board or general meeting not attached; asset and liability statement not furnished
- Recovery: INC-12 is processed in non-STP mode with a T+15 day resubmission window, so most defects come back as a resubmission rather than an outright rejection. Fix the flagged item and re-upload inside that window
Risks
Penalties & risks of getting it wrong
Default in complying with section 8
Section 8(11) is one of the heaviest penalties on the incorporation side and is framed as a fine, not an adjudicated penalty. On the company: not less than ₹10,00,000, up to ₹1,00,00,000. On the directors and every officer in default: not less than ₹25,000, up to ₹25,00,000.
Affairs conducted fraudulently
Where it is proved that the company's affairs were conducted fraudulently, the proviso to section 8(11) makes every officer in default liable to action under section 447 — the fraud provision, which is a separate and far more serious exposure.
Licence revoked
Under section 8(6) the Central Government may revoke the licence for breach of section 8, breach of a licence condition, or affairs conducted fraudulently or prejudicially to the public interest, and direct the company to convert and add "Limited" to its name. The company must first be given a reasonable opportunity of being heard. Section 8(7) allows a direction that it be wound up or amalgamated where the public interest requires it.
Paying a dividend
The prohibition on dividends is a condition of the licence itself under section 8(1)(c), not a mere formality — and it is one of MCA's own listed grounds for refusing an application.
AI-powered assistance
AI does the heavy lifting. Experts make the call.
AI assists with checks, drafting and explanations only. A qualified professional reviews every defined checkpoint and the final filing before submission. AI does not make consequential compliance decisions on its own.
Build a credible non-profit
We handle the Section 8 licence, incorporation and 12A/80G so your NGO is donor- and CSR-ready.
Compare
Section 8 Company Registration vs Trust / Society
| Factor | Section 8 Company Registration | Trust / Society |
|---|---|---|
| Credibility | Higher (company structure) | Moderate |
| Governance | Company-grade | Lighter |
| Registration | Central (MCA licence) | State-level |
| CSR/grant access | Strong | Variable |
Use cases
Built for how real businesses operate
Education foundation
Need: Credibility for grants
We suggest: Section 8 company with 12A and 80G.
Local charity
Need: Simple, low-cost
We suggest: A trust or society may be enough — we'll advise honestly.
Why MyFinancialAdvisory
A more accountable way to stay compliant
Quality & accountability
Reviewed by compliance experts
Every section 8 company registration engagement is prepared with structured checks and signed off by qualified professionals before anything is filed — speed without sacrificing accuracy.
Reviewed by
Reviewed by MyFinancialAdvisory Compliance Team
Company law & incorporation review
Our incorporation work is prepared with AI-assisted checks and reviewed by qualified professionals experienced in company law, MCA filings and post-incorporation compliance before anything is filed.
Structured document checks
Documents and eligibility follow structured checks before expert review.
Expert-reviewed before filing
A qualified professional signs off every defined checkpoint.
Compliance-safe guidance
Advice mapped to current rules — no shortcuts, no guesswork.
Resources
Related guides & reading
Section 8 Company Registration
The licence, its conditions, and the exit restrictions to understand first.
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Step-by-step from name to incorporation certificate.
Read morePost-Incorporation Compliance for a Private Limited Company
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FAQs
Section 8 Company Registration — frequently asked questions
What is a Section 8 company?
A company formed for charitable or not-for-profit objects, whose income must be applied to those objects and cannot be distributed as dividends. It needs a licence under Section 8 of the Companies Act.
Why choose a Section 8 company over a trust or society?
It offers higher credibility, company-grade governance, national structure and easier access to CSR and institutional funding, at the cost of more compliance.
How long does Section 8 registration take?
Typically 15–25 working days, because the Section 8 licence is obtained before incorporation. 12A/80G are separate, subsequent steps.
Can a Section 8 company make a profit?
It can generate surplus, but the surplus must be applied to its charitable objects — it cannot pay dividends to members.
What are 12A and 80G?
12A gives the organisation income-tax exemption; 80G lets donors claim a deduction on their donations. Both are highly recommended for fundraising.
How many directors are needed?
At least two for a private Section 8 company, with the required members. The directors handle governance and compliance.
Do donors get tax benefits?
Yes, once 80G is in place, donors can claim a deduction on eligible donations, which significantly helps fundraising.
What about foreign donations?
Receiving foreign contributions requires separate FCRA registration and compliance, which is a distinct process we can advise on.
What compliance does a Section 8 company have?
Annual filings (AOC-4, MGT-7), board meetings, audited accounts and ongoing 12A/80G compliance. Governance standards are higher than a trust or society. Note it always files the full MGT-7 rather than the abridged MGT-7A, because section 2(85) expressly excludes a section 8 company from being a small company.
Do I file Form INC-12 to register a new Section 8 company?
No, and this is a common mix-up. For a new company the licence issues through SPICe+ itself. INC-12 is the application used when an existing company converts into a Section 8 company — MCA's fee for it is ₹2,000 and it is made under sections 4, 5, 8(1) and 8(5) read with rules 19 and 20 of the Companies (Incorporation) Rules, 2014.
What is the penalty if a Section 8 company defaults?
Section 8(11) provides a fine on the company of not less than ₹10,00,000 and up to ₹1,00,00,000, and on the directors and every officer in default not less than ₹25,000 and up to ₹25,00,000. Where the affairs were conducted fraudulently, every officer in default is additionally liable to action under section 447.
Can the Section 8 licence be taken away?
Yes. Section 8(6) lets the Central Government revoke the licence for breach of section 8 or of the licence conditions, or where the affairs are conducted fraudulently or prejudicially to the public interest, and direct the company to convert and add "Limited" to its name. The company must be given a reasonable opportunity of being heard first.
Can I close a Section 8 company by strike off?
Not by the ordinary voluntary route. Section 248(3) says the voluntary strike-off provision in section 248(2) does not apply to a company registered under section 8. It can also amalgamate only with another section 8 company having similar objects, so plan the exit before you choose the structure.
Can I change the objects later?
Only with the previous approval of the Central Government. Section 8(4)(i) prohibits altering the memorandum or articles without it, which makes the initial drafting unusually important.
Does a Section 8 company pay stamp duty on incorporation?
In most States in MCA's published table, a section 8 company pays nil stamp duty on the memorandum and articles, where an ordinary company with share capital would pay a State-set amount. Stamp duty is State law, so confirm against your own State's Stamp Act — SPICe+ computes the binding figure at filing.
Is approval guaranteed?
No. The licence under section 8(1) turns on the Central Government being satisfied about the objects and the two undertakings, and it is discretionary. We prepare a strong application but cannot guarantee the outcome, and we would not work with anyone who promised you one.
References
Official sources
- Companies Act, 2013 — s.8 (licence, conditions, revocation and penalty), s.248(3) (no voluntary strike off), s.2(85) (a section 8 company is never a small company)
- MCA instruction kit — Form INC-12 (s.4, 5, 8(1) and 8(5) r/w rules 19 and 20, ₹2,000 fee, non-STP, rejection codes)
- MCA — FAQs on Incorporation and Allied Matters (SPICe+)
- MCA — state-wise stamp duty rates for the incorporation eForm, MoA and AoA
Rules, fees and due dates change by notification. Confirm the current position on the official portal before you act.
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