Before getting complete information about the “Section 8 Company Registration“, you should know about society. Under which act should section 8 company be registered? You will get full information here. Stay tuned with us and learn about your company registration.
An NGO stands for the non-government organization that has an intention of doing charitable work. Any NGO can get an NGO Registration in India under any of the following acts by law:- In this article, we will discuss How to Register an NGO Under Section 8 of Companies Act in India?
- Trust registration under Indian trust act 1882.
- Society under society’s registration act 1860.
- Section 8 of the company’s act of 2013.
In this article though, we’ll be explaining how you can do an NGO Registration under section 8 of the Company’s Act of 2013.
Section 8 Company Registration
Section 8 The procedure and requirements of the company are set out for a limited company. Including all the rights and obligations that come with such a limited company. This is the only aspect where they are of different types, such as a Section 8 company cannot use the words “Section 8” or “Limited” in its name.
- The procedure for registering a Section 8 company to include an NGO, trust or cooperative society under the Companies Act 2013 is similar.
- There is an additional requirement for obtaining a license from the Central Government under Section 8 of the Companies Act 2013.
- Essentially, the license allows them to remove Private / Public Limited from their name. With this license, the company becomes eligible for some exemption from the provisions of the law and takes a concession in fees.
- If the proposed Section 8 company is registered as a private limited, then a minimum of 2 promoters are required. But if it is a public limited section 8 company then there should be minimum of 7 promoters.
- Minimum Two People: Two people are required to become a shareholder /director of the company. However, the number of shareholders may not exceed 200.
- No Minimum Capital: There is no minimum capital set, it is based on business requirements. The registration fee is based on the amount of capital.
- One Resident Director: At least one director must be an Indian.
- Unique Name: Section 8 The company name must be unique and not identical to any existing company name or trademark.
- Social or Welfare Object: Section 8 The company aims to promote the protection of :
- Social Welfare
- Protection of Environment
- No Profit Distribution: Section 8 The profits of a company should be applied only to the promotion of the goods of the company for which it is made. Members should refuse to pay dividends.
Benefits of Section 8 Company
Being an NGO or a Non-Profit Organization does not mean that the company cannot make profit or income. This simply means that the company can earn income but the promoters do not benefit from those benefits. Cannot distribute profit among promoters. All proceeds must be applied to promote the commodity.
Nevertheless, some exemptions and benefits have been provided for NGOs and NPO u/s 8 of the Companies Act 2013. There are also several tax exemptions for such companies. Even donors who contribute to the Section 8 company are eligible to claim tax exemption against these donations.
Advantages of Section 8 Company
- Distinct Legal Identity
- Zero Stamp Duty
- No Minimum Capital Requirement
- Tax Benefits
- Exemption to the donors
Disadvantages of Section 8 Company
- Use of Profits:
- No profit distribution:
- Remuneration Officer:
- Zero Benefits:
- Alteration in MOA and AOA:
- Rules and Regulations:
|For Directors / Shareholders||For Registered Office|
|Copy of PAN Card||Ownership Proof (House Tax etc.)|
|Aadhaar Card||Utility Bill (Electricity Bill, Gas Bill)|
|Address Proof (Bank Statement, Electricity Bill, Telephone Bill)||NOC (from the owners – of the premises is rented)|
|2 Passport Sized Photographs|
The mandatory requirements for starting a Section 8 company are as follows:
- A Section 8 company is incorporated by MCA.
- All requirements of the Companies Act 2013, such as the minimum number of directors and shareholders, etc. must be met.
- Section 8 companies may be established for non-profit purposes only. Any profit or income earned by this company is not to be distributed among its members.
- This implies that income will either be reestablished in business or it will be used for the advancement of the main items, that is, charitable purpose.
- Unlike other trusts governed by a trustee pursuant to a trust deed, the operations of Section 8 companies are managed by the board of directors pursuant to their MOA and AOA.
Companies Act, 2013
- Section 8 companies should comply with the provisions laid down under the Companies Act, 2013. Maintenance of accounts, audit, return filing, board meeting, etc.
MoA & AoA
- Section 8 The company shall not make any changes in the provisions of its MOA and AOA without obtaining approval from the Central Government.
- Section 8 The voting rights of shareholders of a company are based on the number of shares held by them, which is the same as any other company.
- The company has to comply with the provisions of the Income Tax Act.
- If the Section 8 company comes under the purview of the GST Act, it should be registered in the GST.
- It cannot convert itself into any other type of company structure without complying with the conditions.
The Steps of the Process of NGO Registration:-
- Find a purpose to start an NGO.
- Prepare with the pre-requisites for the Registration process under section 8 of companies act of 2013.
- Use the forms required for NGO Registration.
- Issue a Certificate of incorporation.
Purpose of NGO – Section 8 Company
Here the main objective of setting up a non-government organization under Section 8 company is to promote their non-profit objectives. Such as trade, commerce, arts, charity, education, religion, environmental protection, social welfare, sports, research etc.
The profits or income received through these works of social welfare in the establishment of the company will also be applied to promote the objectives of the company. These generated profits are not intended to be shared as dividends among the members of a company established as an NGO.
To get an NGO registration online in India, you must have at least 2 directors. It is a requirement under the Section 8 Companies Act of 2013 for the incorporation of a company as a private limited. Now if it is incorporated as a public limited company, there will be no limit for members to apply. On top of this, there is also no minimum requirement of paid-up capital, such as when obtaining an NGO registration under Section 8 of the Companies Act of 2013. Now, let us see the prerequisites for the registration process of an NGO.
Pre-Requisites to the NGO Registration
Start getting a digital signature or DSC for short. This is required when filling the online form. Most online registration forms are signed with a digital signature. To get DSC you can apply to agencies which are government certified and will issue DSC for you. Basically, you will get a digital signature certificate. The process of obtaining a DSC is variable with agencies. You can get a digital signature for class 2 or class 3 for this purpose. These categories are some categories of digital signatures. The difference between the two is that a person’s class 2 class digital signatures are verified against their already verified data. Whereas in case of class 3 category, you have to present yourself to the registration authority and prove your identity.
Next, apply for DIN. DIN is an abbreviation for Director’s Identification Number. You have to apply for the alleged directors of your company. Allotment of applications for DIN should be done through DIR-3. You will basically have to attach your PAN card number, proof of identity along with self-attested copies of the required documents along with proof of your residential address. Otherwise these forms can be verified by a Chartered Accountant or Company Secretary. All are presented collectively to the MCA or Ministry of Corporate Affairs through the MCA portal. NGOs are the forms used for registration once submitted.
Number of Forms Required for Registration
|Name of the form||Purpose of the Form|
|INC 1||Name Approval|
|INC 7||Application for Incorporation of Company|
|INC 9||An affidavit from each director and subscriber|
|INC 12||Application for License|
|INC 13||Memorandum of Association|
|INC 14||Declaration from a practising Chartered Accountant|
|INC 15||Declaration from each person making the application|
|INC 16||License to incorporate as Section 8 company|
|INC 22||The situation of Registered Office|
|DIR 2||Consent of Directors|
|DIR 3||Application to ROC to get DIN|
|DIR 12||Appointment of Directors|
Section 8 Procedure for the incorporation of a company
Step – 1: Section 8 Obtain DSC of proposed directors of the company. After the DSC is received, file Form DIR-3 with the ROC to obtain the DIN.
Step – 2: After the DIR-3 is approved, the ROC will allocate a DIN to the proposed directors.
Step – 3: File Form INC-1 with the ROC to apply for the company name. A total of 6 names can be applied in order of preference, one of which will be allocated based on availability.
Step – 4: After approval, file INC-12 with the ROC to apply for a license for a Section 8 company.
Documents to be attached with INC-12:
- Draft MOA as per Form INC-13
- Draft AOA
- Declaration as per INC-14 (Practice Declaration from Chartered Accountant)
- Declaration as per Form INC-15 (Declaration from everyone applying)
- Estimated Income and Expenditure for the next 3 years.
Step – 5: After the form is approved, a license will be issued under section 8 in Form INC-16.
Step – 6: After obtaining the license, file SPICE Form 32 with the ROC for incorporation with the following attachments:
- An Affidavit From All Directors’ Co-Clients – INC-9
- Declaration of deposit
- KYC of all directors
- Send DIR-2 along with your attachments i.e. PAN card and address proof of the directors
- Consent letter of all directors
- Directors are interested in other institutions
- Utility bill as proof of office address
- If the premises is leased/leased then the N.O.C.
- Draft MOA and AOA
If the ROC is satisfied with the forms submitted, it issues a Certificate of Incorporation with a unique company identification number (CIN).
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