Section 8 Company Registration: Process, Documents, 12A/80G and CSR Eligibility (2026)
- A Section 8 company is a non-profit company licensed by the Registrar; it needs at least two directors, no minimum capital, and cannot distribute profit or dividends.
- Incorporation and the licence are applied together in SPICe+ with INC-13 (MOA), INC-14 and INC-15 declarations; the certificate typically takes 2–4 weeks.
- Tax exemption is not automatic — register under section 12A and 80G (Form 10A), file CSR-1 to receive CSR money, and wait three years for FCRA foreign funding.
A Section 8 company is the corporate form of a non-profit in India: a company licensed under section 8 of the Companies Act, 2013 to promote commerce, art, science, sports, education, research, social welfare, religion, charity or environment protection, which applies its income to those objects and pays no dividend. Compared with a trust or society it has clearer governance, a national registrar, easier bank and grant onboarding and better credibility with CSR donors. This guide covers the 2026 process, documents, costs, the tax registrations that actually make donations attractive, and the mistakes that get licences refused.
Eligibility and structure
- Minimum two directors and two members for a private Section 8 company; three directors and seven members for a public one. Directors and members can be the same people.
- No minimum share capital. Many are incorporated as companies limited by guarantee without share capital.
- The name does not carry “Private Limited” or “Limited”; it typically ends with Foundation, Association, Council, Federation, Institute, Organisation or similar.
- Objects must be charitable in nature, income must be applied only to those objects, and no dividend can be paid to members.
- Directors can be paid reasonable remuneration for services actually rendered, but not profit shares.
Process: licence and incorporation in one application
- DSC for all subscribers and directors.
- SPICe+ Part A for name reservation — the objects must be apparent from the name (for example “Foundation” plus the cause).
- SPICe+ Part B with the Section 8 licence request built in, attaching:
- INC-13 — the memorandum in the prescribed non-profit format (not e-MOA);
- INC-14 — declaration by a practising CA, CS or Cost Accountant that the memorandum and articles comply with section 8;
- INC-15 — declaration by each subscriber;
- projected income and expenditure for the next three years, and a statement of the proposed activities;
- identity, address and registered-office proofs as for any company.
- The Registrar issues the licence (INC-16) and the certificate of incorporation; PAN and TAN follow through the same form.
Realistic timeline is 2–4 weeks because the licence is examined on the objects and the projections, not just the paperwork. Government fees are modest — the MCA form fee is nil for small capital and several states exempt or reduce stamp duty for Section 8 companies. The KyaTax Company Registration team prepares the INC-13 objects and the three-year projections in the format Registrars accept, which is where most self-filed applications get resubmission queries.
Registrations that make the non-profit work
| Registration | Purpose | Form / authority | Timing |
|---|---|---|---|
| Section 12A / 12AB | Income-tax exemption on income applied to objects | Form 10A (provisional, 3 years) then Form 10AB (regular) | Apply right after incorporation; regular registration before the provisional one expires or within six months of starting activities |
| Section 80G | Donors get a deduction (generally 50% of the donation) | Form 10A / 10AB | Alongside 12A; donation receipts must carry the URN |
| CSR-1 | Eligible to receive CSR funds from companies | MCA Form CSR-1 | Needs 12A and 80G; donors generally look for a three-year track record |
| FCRA | Receive foreign contributions | Ministry of Home Affairs | After three years of existence and ₹15 lakh spent on objects; prior permission route available earlier |
| Darpan (NGO portal) | Unique ID for government grants | NITI Aayog | Needed for most central grants and for FCRA |
| Form 10BD / 10BE | Annual statement of donations and donor certificates | Income-tax portal | By 31 May each year for the previous financial year |
Worked example: what 80G means for a donor
A company donates ₹2,00,000 to a Section 8 company holding 80G registration. Under the 50% category, the donor claims a deduction of ₹1,00,000 (subject to the 10% of adjusted gross total income ceiling). At a 25% corporate rate plus cess, that deduction is worth about ₹26,000 in tax saved — which is exactly why donors ask for the 80G certificate before they sign the cheque. Without 80G, the same ₹2 lakh is a non-deductible expense for them and a harder sell for you. The same donation counts towards the donor's 2% CSR obligation only if the Section 8 company has filed CSR-1 and the activity falls within Schedule VII.
Annual compliance
- Board meetings and AGM as for any company (Section 8 companies get some relaxations on notice and committee rules).
- Statutory audit and filing of AOC-4 and MGT-7 with the Registrar.
- Income-tax return in ITR-7 with the audit report in Form 10B or 10BB when 12A applies.
- Form 10BD donation statement by 31 May and 10BE certificates to donors.
- Maintaining a separate record of application of income; at least 85% of income must be applied to objects each year to keep the exemption, with accumulation permitted under section 11(2) on filing Form 10.
Common mistakes that get licences refused or exemptions lost
- Business-like objects. An object clause that reads like a services company (“to provide consulting for a fee”) is refused. Frame objects around the public benefit and state that any surplus is applied to them.
- Treating 12A as automatic. Without 12AB registration a Section 8 company is taxed like any company at 25–30% on its surplus. Apply in the first quarter after incorporation.
- Missing the 10AB conversion. Provisional registration lapses; the application for regular registration must be made before expiry or within six months of commencing activities, whichever is earlier.
- Paying directors “honorarium” without board approval and a services record. It reads as profit distribution and endangers both the licence and the exemption.
- Accepting foreign money without FCRA. Even a foreign national's online donation is a foreign contribution; receiving it without registration or prior permission is a serious offence.
Do it yourself in minutes — free to try, no login needed.
Open Company Registration →Frequently asked questions
How many people are needed to start a Section 8 company?
A private Section 8 company needs at least two directors and two members, who can be the same individuals. A public Section 8 company needs three directors and seven members.
Is a Section 8 company automatically exempt from income tax?
No. It must obtain registration under section 12A/12AB through Form 10A (provisional) and later Form 10AB. Without it, the company is taxed on its surplus like any other company.
Can a Section 8 company receive CSR funds?
Yes, if it holds 12A and 80G registration and has filed Form CSR-1 with MCA. Most corporate donors also expect a three-year track record and activities within Schedule VII of the Companies Act.
Can directors of a Section 8 company draw a salary?
Reasonable remuneration for services actually rendered is permitted if approved by the board and provided for in the articles. Sharing profits or paying dividends is prohibited.
General information for FY 2026-27, not professional advice for your specific case. Rules change — verify against the latest notification or ask a KyaTax expert.
Related: All free tools · More guides · Virtual CFO