Quick Answer
A Section 8 company is a non-profit organisation registered under Section 8 of the Companies Act, 2013, after obtaining a licence from the Central Government. It operates for charitable, educational, religious or social objects, cannot distribute profits to members, and follows the same Registrar of Companies (ROC) filing structure as a private limited company, with added licence conditions.
What is a Section 8 company?
A Section 8 company is a company incorporated to promote objects such as commerce, art, science, education, research, social welfare, religion, charity, or environmental protection. The Central Government grants it a licence under Section 8 of the Companies Act, 2013, once the Registrar of Companies is satisfied that the company’s income will be applied only to its stated objects.
Unlike a private limited company, a Section 8 company cannot pay dividends to its members. Every rupee of surplus goes back into furthering the company’s objects. This single rule shapes most of the compliance obligations that follow.
Founders of charitable, educational or social ventures often choose this structure because it combines the credibility and governance discipline of a company with the non-profit purpose of a trust or society. If you are comparing company structures more broadly, our guide on how to register a company in India: step-by-step guide (2026) covers the general incorporation process that a Section 8 company builds on.
Trust vs society vs Section 8 company: which structure fits your non-profit?
Non-profit founders in India usually choose between three structures. Each carries a different governing law, funding reach and compliance load.
Aspect | Trust | Society | Section 8 company |
Governance | Trustees, under a trust deed | Managing committee, under a Memorandum and Rules | Board of directors, under the Memorandum of Association (MOA) and Articles of Association (AOA) |
Regulation | Indian Trusts Act, 1882 (private trusts), or the relevant state Public Trusts Act | Societies Registration Act, 1860, or the equivalent state act | Companies Act, 2013, Section 8 |
Funding | Donations and grants; limited credibility with institutional funders | Donations, membership subscriptions, and government grants | Donations, grants, and corporate social responsibility (CSR) funds, once eligible |
Compliance | Generally lighter; varies by state | Annual general body meeting and filings with the Registrar of Societies | ROC annual filings, mandatory statutory audit, and board meeting requirements |
Choose a Section 8 company if you plan to raise CSR funding, work with institutional donors, or expand operations across states, since the company structure offers stronger governance credibility. Choose a trust or society if your operations are small, local, and funded mainly through individual donations, since the compliance burden is lower.
For founders weighing a for-profit route instead, our guide on LLP vs private limited company in India: which is better for you? explains how those two structures compare on liability and compliance.
How do you register a Section 8 company in India?
- Obtain Digital Signature Certificates (DSC) and Director Identification Numbers (DIN) for all proposed directors.
- Reserve the company name through the SPICe+ Part A service on the MCA portal. The name must end with words such as “Foundation”, “Association”, “Society”, “Council”, or similar, reflecting the company’s non-profit purpose.
- Draft the Memorandum of Association (Form INC-13) and Articles of Association, setting out the company’s objects and the rule against distributing profits.
- Prepare the declarations required for the licence application, including Form INC-14 (declaration by a practising professional) and Form INC-15 (declaration by each applicant).
- File the licence application under Section 8, through Form INC-12, along with the estimated income and expenditure projections for the next three years.
- File SPICe+ Part B with the Registrar of Companies for incorporation, once the Section 8 licence is granted.
- Receive the Certificate of Incorporation along with the Section 8 licence, then apply for PAN, TAN, and open the company’s bank account.
What documents do you need for Section 8 company registration?
Document | Purpose |
Identity and address proof of directors and shareholders | KYC verification for DIN and DSC |
Passport-size photographs of directors | Supporting KYC documentation |
Proof of registered office (utility bill and No Objection Certificate from the owner) | Confirms the company’s registered address |
Memorandum of Association (Form INC-13) | States the company’s objects and non-profit purpose |
Articles of Association | Sets out internal governance rules |
Declaration by a practising professional (Form INC-14) | Confirms the draft MOA and AOA comply with Section 8 |
Declaration by each applicant (Form INC-15) | Confirms the applicant’s intent to apply income only to stated objects |
Estimated income and expenditure for three years | Supports the Form INC-12 licence application |
Does a Section 8 company get tax exemption?
Incorporation under Section 8 of the Companies Act, 2013, does not automatically exempt the company from income tax. A Section 8 company must separately apply for registration under Section 12A of the Income-tax Act, 1961, to claim exemption on its income, once that income is applied to charitable or non-profit objects.
A company holding 12A registration can also apply for 80G registration. This allows donors to claim a deduction on their contributions, which makes fundraising considerably easier.
Both 12A and 80G registrations involve conditions on how income is applied and recorded.
What compliance applies after Section 8 company registration?
A Section 8 company follows most of the same ROC compliance obligations as a private limited company, alongside conditions tied to its licence:
- Annual ROC filings, including the financial statements and annual return, follow the same due dates and forms applicable to companies generally. Our guide on annual ROC filing for private limited companies: AOC-4, MGT-7, due dates and late fees explains this filing cycle in detail.
- Mandatory statutory audit applies regardless of the company’s turnover, unlike some exemptions available to very small private companies.
- Board meetings and minutes must be maintained under the Companies Act, 2013, same as any other company.
- Income tax return filing is mandatory each financial year, even where 12A exemption applies.
- CSR-1 registration becomes relevant if the company intends to receive CSR funds from corporate donors. Our guide on CSR in India: rules, compliance and what the 2026 amendment changes sets out what qualifies an organisation to receive CSR contributions.
- Licence conditions, including restrictions on altering the MOA or converting to a different company type, require prior Central Government approval under Section 8(4).
What mistakes should founders avoid when registering a Section 8 company?
- Assuming profit distribution is allowed. A Section 8 company cannot pay dividends. Any surplus must be reinvested in the company’s objects.
- Delaying the 12A and 80G applications. Waiting too long after incorporation to apply for these registrations slows down fundraising and donor confidence.
- Underestimating the audit requirement. Founders sometimes assume non-profit status reduces the audit burden. It does not. Statutory audit applies regardless of turnover.
- Skipping CSR-1 registration. A Section 8 company cannot receive CSR funds from corporate donors without this separate registration.
- Treating registration as a one-time cost. Budgeting only for incorporation, without planning for ongoing ROC filings and audit fees, creates compliance gaps later. Our guide on company registration cost in India: complete fee breakdown (2026) gives a fuller picture of what to budget for across the registration lifecycle.
- Altering the MOA without approval. Changing the company’s objects or structure without Central Government approval under Section 8(4) can put the licence at risk.
Start your Section 8 company registration with confidence
- Assuming profit distribution ia
A Section 8 company gives charitable, educational and social ventures a credible, well-governed structure for raising funds and operating at scale. The trade-off is a heavier compliance load than a trust or society, including mandatory audit and ROC filings.
If you are weighing a Section 8 company against a trust or society, or you need support with the licence application, contact Altacit Global at info@altacit.com. We will review your objects and funding plans and provide a quote on request.
s allowed. A Section 8 company cannot pay dividends. Any surplus must be reinvested in the company’s objects.
- Delaying the 12A and 80G applications. Waiting too long after incorporation to apply for these registrations slows down fundraising and donor confidence.
- Underestimating the audit requirement. Founders sometimes assume non-profit status reduces the audit burden. It does not. Statutory audit applies regardless of turnover.
- Skipping CSR-1 registration. A Section 8 company cannot receive CSR funds from corporate donors without this separate registration.
- Treating registration as a one-time cost. Budgeting only for incorporation, without planning for ongoing ROC filings and audit fees, creates compliance gaps later. Our guide on company registration cost in India: complete fee breakdown (2026) gives a fuller picture of what to budget for across the registration lifecycle.
- Altering the MOA without approval. Changing the company’s objects or structure without Central Government approval under Section 8(4) can put the licence at risk.
Section 8 company registration: frequently asked questions
Q1: How do I register a Section 8 company?
You obtain DSC and DIN for directors, reserve a name through SPICe+ Part A, draft the MOA and AOA, file the Section 8 licence application through Form INC-12 with the required declarations, then file SPICe+ Part B for incorporation once the licence is granted.
Q2: Is Section 8 company better than a trust?
A Section 8 company suits founders seeking institutional funding, CSR eligibility, or multi-state operations, since it offers stronger governance credibility. A trust suits smaller, locally funded operations, since its compliance burden is lighter.
Q3: Can a Section 8 company earn profit?
Yes, a Section 8 company can earn a surplus from its activities. It cannot distribute that surplus as dividends to members. All income must be applied toward the company’s stated charitable, educational or social objects.
