What is a Section 8 Company? How to Register a Non-Profit in India (2026 Guide)

If you are starting a social enterprise, NGO, charitable foundation, or any organisation with a non-profit objective in India, the Section 8 Company is the most structured, credible, and legally recognised form you can adopt.

Unlike a trust or society, a Section 8 Company is registered directly with the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013. It has a mandatory annual audit, must file annual returns with the ROC, and is visible on the public MCA database  giving it a level of transparency and governance that donors, corporate CSR teams, and government bodies prefer.

In 2026, forming a Section 8 Company has become one of the most reliable ways to build a legally sound and fundable non-profit organisation in India.

What is a Section 8 Company?

A Section 8 Company is a non-profit organisation registered under Section 8 of the Companies Act, 2013. It is incorporated to promote one or more of the following objectives:

• Commerce, art, science, sports, education, research
• Social welfare, religion, charity
• Environmental protection
• Any other similar object beneficial to the general public

The Central Government grants a license to incorporate the company without requiring the words 'Limited' or 'Private Limited' in its name. The company's profits  if any  must be reinvested in furtherance of its charitable objectives. No dividend can be paid to members or directors.

Governed under: Companies Act 2013, Section 8  mca.gov.in

Section 8 Company vs Trust vs Society

Key Benefits of a Section 8 Company

• No minimum paid-up capital required
• Stamp duty on MOA and AOA is exempt in most states
• Eligible for 12A registration: Income of the organisation becomes exempt from income tax
• Eligible for 80G registration: Donors can claim 50% deduction on their contributions
• Eligible for CSR-1 registration: Allows your organisation to receive Corporate Social Responsibility (CSR) funding from companies
• Eligible for FCRA registration: Allows receipt of foreign contributions after the organisation has been operational for 3 years
• Reduced government fees for MCA filings compared to regular companies
• Perpetual succession: The organisation continues to exist regardless of changes in members or directors

Eligibility Requirements

• Minimum 2 directors (Private Section 8) or 3 directors (Public Section 8)
• At least 1 director must be a resident of India (stayed 182+ days in the previous calendar year)
• Minimum 2 members (Private) or 7 members (Public) as subscribers to the MOA
• The objectives of the company must be purely non-profit in nature
• A 3-year project plan and estimated income and expenditure statement must be prepared
• Profits must be applied solely towards the charitable objectives  no distribution to members

Step-by-Step Registration Process (2026)

Step 1: Obtain DSC and DIN

All proposed directors must obtain a Class 3 Digital Signature Certificate (DSC) and apply for Director Identification Numbers (DIN). These are processed through the MCA portal and typically take 1-3 working days.

Step 2: Reserve the Company Name

Apply for name approval through the RUN (Reserve Unique Name) service on the MCA portal, or through SPICe+ Part A. The name must reflect the non-profit nature and should include words such as Foundation, Society, Association, Council, Academy, Federation, Institute, or Forum. Name reservation is valid for 20 days.

Step 3: Draft MOA and AOA

The Memorandum of Association (MOA) must clearly define the charitable objectives. The Articles of Association (AOA) must set out the governance rules, board powers, and decision-making processes. Both must explicitly state that profits will not be distributed to members.

Step 4: Apply for the Section 8 License (Form INC-12)

This is the step that distinguishes Section 8 registration from a regular company incorporation. You must submit Form INC-12 along with the MOA, AOA, estimated income and expenditure statement for 3 years, and a declaration from directors, to the Regional Director (RD) of the MCA. The RD reviews the application and grants the license if satisfied with the charitable objectives.

This is the most time-consuming step  the Section 8 license approval typically takes 15 to 30 working days.

Apply via: MCA Portal  mca.gov.in

Step 5: File SPICe+ for Incorporation

Once the Section 8 license is granted, file the incorporation application through SPICe+ on the MCA portal. This integrates DIN allotment, PAN, TAN, and optional GST/EPFO/ESIC registrations in a single form.

Step 6: Certificate of Incorporation

The ROC issues the Certificate of Incorporation (Form INC-16) with the company's CIN (Corporate Identity Number). The total registration timeline from application to COI is typically 30 to 45 working days.

Post-Registration Registrations

After incorporation, apply for the following at the earliest:

• 12A Registration: Apply to the Income Tax Department for tax exemption on the organisation's income. Without 12A, the organisation is taxed as a normal entity on all surplus income.
• 80G Registration: Apply to the Income Tax Department to enable donors to claim 50% tax deduction on their donations. This dramatically increases donor participation.
• CSR-1 Registration: File Form CSR-1 on the MCA portal if you plan to receive corporate CSR funds. This is a separate mandatory registration  not automatic.
• NGO Darpan: Register on the NGO Darpan portal (ngoдarpan.nic.in)  mandatory for receiving government grants.
• FCRA Registration: Apply to the Ministry of Home Affairs after 3 years of operations, with at least Rs 15 lakh spent on charitable activities, to receive foreign contributions.

Annual Compliance for a Section 8 Company

• File Annual Return (Form MGT-7) with the MCA
• File Financial Statements (Form AOC-4) with the MCA
• Statutory audit by a Chartered Accountant  mandatory every year
• Income Tax Return filing  mandatory even if tax-exempt under 12A
• Spend at least 85% of income on charitable purposes each year to retain 12A status
• Hold board meetings as per governance requirements

Common Mistakes to Avoid

• Not applying for 12A and 80G immediately after incorporation  delay reduces your organisation's attractiveness to donors
• Not registering for CSR-1 if you plan to approach corporate donors  CSR-eligible companies can only donate to CSR-1 registered organisations
• Not maintaining adequate records  Section 8 companies must maintain proper books of accounts and governance minutes like any other company
• Distributing surplus to directors or members  this immediately risks revocation of the Section 8 license

How Targolegal Can Help

Targolegal offers complete Section 8 Company registration  from DSC and DIN procurement, MOA and AOA drafting, INC-12 license application, SPICe+ filing, and COI  through to post-registration 12A, 80G, and CSR-1 registrations.

Our team ensures your non-profit is set up correctly from the beginning so you can focus on your mission rather than compliance.