Memorandum of Association: Section 8 Company (Form INC-13)
Draft the memorandum of a not-for-profit company licensed under Section 8 of the Companies Act, 2013, in the Form INC-13 layout.
Law version: Up to FY 2025-26 (Income-tax Act, 1961); Tax Year 2026-27 onwards (Income-tax Act, 2025). Checked on 26 Sep 2026.
What it is
A Section 8 company is formed to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment or similar objects. It must apply its income only to its objects and cannot pay dividends to members. Its memorandum is in Form INC-13 and contains the name, registered office, objects, the bar on distribution of income, the requirement of Central Government approval for alterations, liability of members, and the winding-up and amalgamation clauses.
When it is used
- Setting up an NGO as a company rather than a trust or society.
- Applying for incorporation through SPICe+ with a Section 8 licence.
- Converting an existing company or association into a Section 8 company.
What the template covers
- Name and State of the registered office
- Objects to be pursued and matters in furtherance
- Territorial extent of objects
- Application of income and bar on dividends
- Alteration only with approval
- Liability (shares or guarantee), accounts and audit
- Winding-up, amalgamation and subscriber table
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Proposed Name of the Company; Private or Public; State / UT of Registered Office; Objects Extend to; Type of Company; Authorised Share Capital (₹); Face Value per Share (₹); Guarantee per Member (₹)
Objects
Objects to be Pursued on Incorporation (one per line); Matters Necessary for Furtherance of the Objects (one per line, optional)
Subscribers
Subscribers: Full Name, Relation, Father's / Husband's Name, Address, Occupation, DIN / PAN (optional), Shares Taken (if limited by shares)
Witness
Witness Name; Witness Father's Name; Witness Address; Witness Occupation; Witness Membership No.
Signing
Place of Signing; Date of Signing
Stamp duty, registration and filing
A Section 8 company is licensed by the Central Government (through the Registrar of Companies) and its name need not end with "Limited" or "Private Limited". No minimum capital is prescribed. On winding up, surplus assets go to another Section 8 company with similar objects. Income-tax exemption is separate: the company applies for registration and 80G approval under Sections 12A / 12AB and 80G of the Income-tax Act, 1961 for applications up to 31 March 2026, and under the Income-tax Act, 2025 from 1 April 2026.
The closing note on income-tax registration cites Sections 12A / 12AB and 80G of the Income-tax Act, 1961 for memoranda signed up to 31 March 2026, and Sections 332, 354 and 133 of the Income-tax Act, 2025 from 1 April 2026.
Generate the Memorandum of Association — Section 8 Company (Form INC-13)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the MCA e-form filing)? Contact SKAG and Associates
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Frequently asked questions
Can a Section 8 company pay salaries to directors?
Members cannot receive dividends, but reasonable remuneration for services actually rendered is permitted, subject to the conditions in the licence and the law.
Is a Section 8 company automatically tax-exempt?
No. It must apply separately to the Income-tax Department for registration and, if it wants donors to get a deduction, for 80G approval.
What is the difference between a Section 8 company, a trust and a society?
A Section 8 company is regulated by the Companies Act and the ROC, with stricter compliance and governance; trusts and societies are governed by their deed or society law and are simpler to run.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.