How To Incorporate A Section 8 Company?

A section 8 company is essentially a charitable and non-profit entity that functions on the central government’s license which allows the company to not have to use “public/private limited” in its name. The incorporation process of this company is similar to that of an NGO or a trust, differing only in the license obtaining procedure.

Let’s discuss the complete procedure along with the important requirements and criteria that should be met for the successful incorporation of a section 8 company.

Table of Contents

In This Blog:

• Eligibility Criteria To Be A Section 8 Company
• Required Documents
• Important Forms for Registration
• The Procedure of Registration

You can navigate to the topics directly from here.

Eligibility Criteria To Be A Section 8 Company

• The objectives must fall under — promotion of charitable causes, religion, art, commerce, trade, research, welfare, science, protection of the environment, and other relevant categories.
• All profits or income must be furthered for such non-profit objectives.
• There must be no intention of sharing dividends with the members.
• The registration is to be done under section 8 of the Companies Act 2013 and the license shall be applied to the Ministry of Corporate Affairs.
• A minimum of 2 directors for a private limited and 3 directors for a public limited company are essential and at least one of the directors needs to be an Indian resident.
• The MOA of the company must have 2 subscribers in the case of a private limited company and 3 subscribers in the case of a public limited company.
• The name, objectives, registered office address, number of directors and promoters, number of their shares, and authorized capital must be determined before applying to the Office of Registrar.
• The initial capital decided must be invested within 2 months.
• Annual compliances, including the filing of accounts returns and statements, must be done with the ROC.
• All directors must have their Director’s Identification Number (DIN) and Digital Signature Certificate (DSC).

Required Documents

• Directors and shareholders must have a PAN card, Aadhaar Card, address proof, and 2 passport-sized photographs at hand.
• Ownership proof for the registered office
• Utility bill
• No Objection Certificate (NOC) (if the office is on rented premises)
• Memorandum of Association (MOA)
• Articles of Association (AOA)
• DSC, DIN

Important Forms For Registration

• INC-1       To apply with the ROC for Name Approval.
• INC-7       Application for Incorporating the Company.
• INC-8       Declaration to Apply for PAN & TAN.
• INC-9       Affidavit from each Director and subscriber of the MOA.
• INC-12     To apply for the issuance of a license to operate as a Section 8 Company.
• INC-13     Memorandum of Association (MOA).
• INC-14     Declaration from a practicing CA or CS.
• INC-15     Declaration by subscribers of MOA (On duly notarized non-judicial stamp paper of Rs.100/-)
• INC-16     License to operate as a company under Section 8 of the Companies Act, 2013.
• INC-22     Notice of the location of the registered office.
• DIR-2       Consent of Directors to act on behalf of the Company.
• DIR-3       Application to ROC to get DIN.
• DIR-12     Appointment of directors of the company

Also read: Compliances That A Foreign Company Needs To Follow

The Procedure Of Registration

• Apply to the ROC for procuring DIN and DSC for the directors.
• Once DSC can be obtained first, file the DIR-3 form to the ROC to procure the DIN.
• Determine a name for the company and check the name availability in the Reserve Unique Name (RUN) facility.
• File form INC-1 wherein you can initially propose a maximum of two names.
• If the form gets rejected, only one more resubmission will be allowed.
• Apply for the central government’s license under section 8. File form INC-12 and send along with form INC-13 that has the MOA.
• File for AOA declaration through the form INC -15.
• The name approval letter and a 3-year-long estimation of future income and expenses are also to be filed along with it.
• Apply for the Certificate of Incorporation (COI) that has the unique Company Identification Number (CIN) and provides proof of incorporation.
• After completion of registration, apply for the PAN and TAN for the company through forms INC-7, 8, 10, 9, 22, DIR-2, and 12 with the ROC along with the stipulated documents.

Once the company gets incorporated successfully, go over the mandatory compliances that are to be fulfilled by the section 8 companies.