Overview
A Section 8 company is a company licensed under Section 8 of the Companies Act, 2013 to promote objects such as commerce, art, science, sports, education, research, social welfare, religion, charity or protection of the environment. It must apply its profits only to those objects and cannot pay dividends to its members. The licence is granted together with incorporation through SPICe+.
What Is a Section 8 Company?
A Section 8 company is the corporate form available for non-profit work, alongside trusts and societies. It may be private or public, does not need to use “Limited” or “Private Limited” in its name, and is governed by the Companies Act. That gives it clearer governance and wider recognition across states than trusts and societies, which are registered under state laws.
Who Needs This Service?
This structure suits foundations, CSR implementing agencies, educational and research initiatives, professional bodies, chambers of commerce, and social enterprises that intend to operate on a not-for-profit basis. Founders who want to distribute profits should choose another structure.
Section 8 Company Registration in Chennai / Tamil Nadu
Section 8 companies in Tamil Nadu register under ROC Chennai or ROC Coimbatore. Converting the company later, altering its objects or giving up its licence involves the Regional Director (Southern Region), Chennai. Tax registrations are processed by the Income Tax Department’s exemption jurisdiction.
Benefits
The structure offers national recognition, a separate legal entity, limited liability, no minimum capital, and exemption from some stamp duty and fee obligations. It is also eligible to apply for income-tax registration and approval (12A/80G equivalents), for CSR-1 registration as an implementing agency and, subject to eligibility, for FCRA registration. Tax approvals are separate applications, and their outcome is decided by the tax authorities.
Section 8 Company Compared with a Trust and a Society
Not-for-profit work can be organised in different legal forms. The table compares the three in terms that matter to founders.
| Feature | Section 8 company | Trust | Society |
|---|---|---|---|
| Governing law | Companies Act, 2013 | Trust deed and applicable trust law | Societies Registration law of the relevant state |
| Registering authority | Registrar of Companies, after a licence from the Regional Director | Sub-registrar or charity authority | Registrar of Societies |
| Legal personality | Separate legal entity | Trustees hold property | Registered society can sue and be sued |
| Ongoing filings | Annual ROC filings and audit | Varies by state and deed | Varies by state |
Eligibility and Requirements
- Objects must fall within Section 8(1)(a).
- Income must be applied only towards the objects, with no dividends paid.
- At least 2 directors (private) or 3 directors (public), and 2 or 7 members respectively.
- The MoA must be in Form INC-13, and the declaration in INC-14 (by a professional) and INC-15 (by each subscriber) must be filed.
- The name must reflect the objects, typically using words such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council or Electoral Trust.
Documents Required
Provide identity and address proofs and PAN for subscribers and directors; registered office proof with an NOC; a statement of estimated income and expenditure for the next three years; a declaration by a professional in INC-14; declarations by subscribers in INC-15; and board resolutions from any corporate or trust subscribers.
Application Process
- Obtain DSCs and reserve the name through SPICe+ Part A.
- Draft the MoA (in INC-13 format) and the AoA suited to non-profit governance.
- File SPICe+ Part B, which carries the licence application (INC-32 linked forms), INC-14, INC-15 and the income projections.
- The Registrar, acting under powers delegated by the Central Government, issues the licence (INC-16) and the Certificate of Incorporation.
- After incorporation, apply for income-tax registration and approval, and for CSR-1 or FCRA where needed.
Section 8 Licence and Registration Stages
The licence comes before incorporation, so the order of steps matters.
| Stage | Typical form or step | Authority |
|---|---|---|
| Name approval | SPICe+ Part A | Registrar of Companies, Central Registration Centre |
| Licence application | INC-12 with objects, estimates and declarations | Regional Director through MCA |
| Licence granted | INC-16 | Regional Director |
| Incorporation | SPICe+ Part B with e-MOA and e-AOA | Registrar of Companies |
| Tax status | Separate application for exemption and donor benefits, where eligible | Income-tax Department |
How KVA Handles Section 8 Company Registration
Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.
| Step | Stage | What KVA does |
|---|---|---|
| 1 | Requirement review | We understand your entity, objective and timeline, and confirm what Section 8 Company Registration involves for your specific facts. |
| 2 | Document checklist | You receive a clear list of documents, particulars and approvals needed, with gaps flagged early. |
| 3 | Preparation and filing | Our team prepares, reviews and files the required forms and records, and tracks each acknowledgement. |
| 4 | Completion and follow-up | We hand over final records and explain the compliance that follows, so nothing is missed afterwards. |
Fees and Charges
No MCA fee is charged for Section 8 companies at incorporation in many cases, and stamp duty relief is available in some states. Professional fees are available on enquiry.
Processing Time
Typically 15–30 working days, because the licence and objects receive closer scrutiny. This is indicative only.
Why Karthick Vijayakumar & Associates
Work is handled by company secretaries who deal with statutory filings and governance every day.
Timelines for Section 8 Company Registration are tracked so that approvals and filings do not slip.
Plain-language updates at each stage, with no guesswork about what is pending.
Organised, decision-ready documentation that supports audits, banks and future filings.
Frequently Asked Questions
No. Profits and income must be applied only to its objects.
Payment is permitted only in the circumstances allowed under the Act and the company’s articles. Examples are reasonable remuneration for services actually rendered, or reimbursement of expenses. Payments must not amount to a distribution of profits.
No. A Section 8 company is exempt from using “Limited” or “Private Limited”.
There is no minimum.
Trusts and societies are governed by state laws or the Indian Trusts Act. A Section 8 company is governed by the Companies Act and has more structured governance and filing requirements.
No. It must separately apply for registration and approval under the income-tax law, and that approval is granted by the tax authorities.
Yes. It can act as an implementing agency after registering on the MCA portal in Form CSR-1.
Only after FCRA registration or prior permission from the Ministry of Home Affairs.
Yes. This requires the prior approval of the Regional Director.
Yes. Conversion requires approval under Rule 22 of the Incorporation Rules, with conditions that include the treatment of accumulated assets and any benefits obtained.
The Central Government can direct that the company be wound up or amalgamated with another Section 8 company. Its surplus assets are then transferred to another Section 8 company with similar objects.
Yes. It has the same core annual filings as any other company. Certain exemptions from meeting and board requirements have been notified for Section 8 companies.
A Section 8 company is required to hold at least one board meeting within every six calendar months.
Yes. A trust acts through its trustee or trustees.
It is the licence issued by the Registrar, on the Central Government’s behalf, allowing a company to be formed for charitable or non-profit objects such as education, art, science, sports, social welfare or environment protection.
Applications are filed through the SPICe+ integrated service together with the Section 8 licence form (INC-12), with the proposed objects, financials and declarations.
No. Profits must be applied only to promote the objects, and no dividend can be paid to members. The Articles must contain this restriction.
A Section 8 company has non-profit objects, a licence regime, restrictions on dividends and stricter control over changes to its objects. A private company is formed for profit and has no such limits.
No. Tax exemption and donor deductions need separate registration under the Income-tax law. The company applies after incorporation and must meet the prescribed conditions.
Typically the proposed objects, a statement of estimated income and expenditure for the next three years, subscribers’ and directors’ identity and address proof, and the registered-office documents.
Setting Up a Not-for-Profit Company?
Contact Karthick Vijayakumar & Associates to discuss your objects, governance structure and Section 8 licence application.
Contact UsSpeak with Karthick Vijayakumar & Associates
Third Floor, New No. 599, Old No. 230, Konnur High Road, Ayanavaram, Chennai, Tamil Nadu, 600023, India
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