Hello readers, through this post you will get complete information and process regarding “How to Register Section 8 Company in India”. Hope you will share this write-up with your precious circle.

The concept of non-profit making company is quite old in India. In erstwhile Companies Act, 1956 it was regulated by Section 25 and that is why it was popular as Section 25 Company. However in Companies Act 2013 provisions related to non-profit making company are given in Section 8 read with Rule 19 and 20 of Companies (Incorporation) Rules, 2014. Image result for section 8 company

As per section 8 of Companies Act 2013, where it is proved to the satisfaction of the Central Government that a person or an association of persons want to register themselves under section 8 as a limited company for the furtherance of above mentioned objects, the Central Government may, by license issued in prescribed manner allow that person or association of persons to be registered as a limited company under this section without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited” , and thereupon the Registrar shall, on application, in the prescribed form, register such person or association of persons as a company under this section.

Procedure for registration of Non-Profit Making Company

Step 1 – Obtain Digital Signatures Certificate

Obtaining DSC is the first and mandatory step to incorporate Section 8 Company. You must approach registered dsc vendor to get Class II Individual DSC for all applicants.

(Note:  For obtaining DSC you may required – one passport size photograph, self attested copy of PAN and Address proof {UID/Voter Card/Passport}, Email id and Mobile Number )

Step 2 – Obtain Director Identification Number [Section 153]

As per 153 of the Companies Act, 2013, every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number in form DIR-3 to the Central Government in such form and manner and along with such fees as may be prescribed. (Government fee Rs 500/- per application; Documents required – one passport size photograph, self attested copy of PAN and Address proof {UID/Voter Card/Passport}, Mobile Number, Email ID, Educational Qualifications and Place of Birth)

Step 3 – Name availability for proposed company 

As per section 4(4) read with Rule-9 of Companies (Incorporation) Rules, 2014, application for the reservation/availability of name shall be in Form no. INC-1 along with prescribed fee of Rs. 1,000/-. While selecting the name it must be keep in mind that name should be in accordance with Rule-8 of Companies (Incorporation) Rules, 2014. The name will be valid for a period of 60 Days from the date of application of reservation of name was made. After approval of name ROC will issue a Name availability letter.

(Details Required – Occupation of applicant, six proposed names of the company with significance and Main Objects)

Step 4 – License under section 8 for new company with charitable objects Image result for section 8 company

A person or an association of persons desirous of incorporating a company shall make an application in E- Form INC – 12 along with the prescribed fee, to the Regional Director for a license under sub-section (1) of section 8.

(Government Fee Rs 2000/-)

Main attachments of Form INC-12 would be as follows:

  1. The draft Memorandum of Association (It should be noted that the main objects should match with the objects shown in e-Form INC-1. These two documents are basically the charter and internal rules and regulations of the company. Therefore, it must be drafted with utmost care and with the advice of the experts and the other object clause should be drafted in a very broader sense. The memorandum of association of the proposed company shall be in Form No. INC-13).
  2. The draft Articles of Association of the proposed company.
  3. The declaration in Form No. INC-14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made here-under and that all the requirements of the Act and the rules made there-under relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;
  4. The declaration by each of the persons making the application in Form No. INC-15.
  5. An estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;
  6. Assets and Liability Statement.

There are few other attachments for form INC-2 but they are not compulsory. However the above 6 attachments are compulsory to incorporate a Non-profit making company.

  1. Power of attorney to authorise the company secretary/chartered accountant/cost accountant for representing before ROC/RD.
  2. Statement of the grounds on which application made.

After satisfaction with the content of the documents filed, RD will issue the License in form No. INC-16 under section 8(1) read with rule 19 of Companies (Incorporation) Rules, 2014. Image result for Process

Step 5 – Incorporation of proposed company

After receiving License from RD, applicant required to file following forms to get certificate of incorporation from ROC:-

Form SPICe INC -32 for application or declaration for incorporation of a company. Documents to be attached:

  1. Affidavit from Subscribers and first directors in INC 9 (On Rupee 10 Stamp paper)
  2. Affidavit cum Declaration that company not accept deposits (On Rupee 10 Stamp paper)
  3. Pan card and Address proof of all directors
  4. DIR-2 of all directors
  5. Proof of registered office address (Rent agreement/Lease deed/Conveyance deed)
  6. Copy of ownership proof of landlord (Utility bill – Not older than 2 months)
  7. NOC (No Objection Certificate) from landlord
  8. e-MOA (INC-33)
  9. e-AOA (INC-34)

Once all the forms are duly approved by ROC, applicant gets Certificate of Incorporation from ROC (Registrar of companies)

  • Total Time Duration : 15 to 20 working days
  • Professional Charges : Rs 15000 to 20000 (Only for knowledge purpose)
  • Government fees are vary state to state