Section 8 Company Registration in Delhi
Incorporating a not-for-profit company under Section 8 of the Companies Act, 2013, and the income-tax, CSR-1 and FCRA steps that follow.
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Quick answers
What is a Section 8 company?
A not-for-profit company licensed under Section 8 of the Companies Act, 2013. Its income is used only for its objects and no dividend is paid to members.
Is a separate INC-12 needed for a new Section 8 company?
No. A new company applies for the licence within SPICe+. INC-12 is for an existing company or association.
Does a Section 8 company get tax exemption automatically?
No. It files Form 104 under Sections 332 and 354 of the Income-tax Act, 2025, and later Form 105.
What our Section 8 Company Registration service covers
How the engagement works
How to start
Send these three things first:
- A note of the proposed objects and planned activities
- Names, PAN and address proof of the proposed directors and members
- Proof of the proposed registered office in Delhi
What happens next: The office lists the documents still needed and the government fees, and confirms the scope in an engagement letter. Approval depends on the Registrar, so no date can be promised.
Documents required
- → PAN and Aadhaar of every director and subscriber
- → Address proof (bank statement or utility bill, recent) of directors and subscribers
- → Passport-size photographs and DSCs of the signatories
- → Registered office proof: utility bill, and NOC and rent agreement where not owned
- → Objects and planned activities of the company
- → Estimated income and expenditure for the next three years
- → Names and details of the first directors (DIN, if already held)
For a specific Section 8 Company Registration matter, you may send the details through the contact form, call +91 88022 54567 or write on WhatsApp (Mon–Sat, 10:00 AM–7:00 PM). Please do not send passwords or OTPs.
Government (MCA) fees and Delhi stamp duty
Government fees only. SPICe+ computes the exact amount when filed.
| Item | Government fee / duty | Basis and notes |
|---|---|---|
| Name reservation (SPICe+ Part A or RUN) | Rs 1,000 | Paid when the name is applied for. |
| SPICe+ Part B, company limited by shares | Nil up to Rs 15 lakh authorised capital | Rule 38(2), Companies (Incorporation) Rules, 2014, as amended by G.S.R. 180(E) of 6 March 2019 (MCA SPICe+ FAQs); Table of Fees above that. |
| SPICe+ Part B, company limited by guarantee without share capital | Rs 5,000 for 21 to 200 members in the articles, plus Rs 10 per member above 200; Rs 10,000 if unlimited | Table of Fees, 2014 Rules; for up to 20 members, SPICe+ shows the fee payable. |
| Section 8 licence for a new company | No separate fee | Applied for within SPICe+. |
| INC-12 (licence for an existing company or association) | Rs 2,000 | Table of Fees, Companies (Registration Offices and Fees) Rules, 2014. |
| Stamp duty on MOA and AOA in Delhi | Nil for Section 8 companies (Rs 10 on the e-form) | MCA state-wise e-stamp chart; paid through SPICe+. |
| FCRA registration (FC-3A) / prior permission (FC-3B) / renewal | Rs 10,000 / Rs 5,000 / Rs 5,000 | FCRA FAQs, Ministry of Home Affairs (fcraonline.nic.in). |
| Digital Signature Certificates | Private charge | Not a government fee. |
Government fees and duties only. The firm’s professional fees are not published on this website; they depend on the scope of work and are agreed in an engagement letter.
Section 8 company: rules, registrations and comparison
What Section 8 allows and forbids
Under Section 8(1), a licence is granted where the proposed company has charitable or similar objects, will apply its profits and income only to them, and will pay no dividend to its members. It can be private (at least two members and two directors) or public (at least seven members and three directors), and can be limited by shares or by guarantee. There is no minimum capital.
- Alterations: the MOA or AOA can be changed only with the prior approval of the Central Government (Section 8(4)).
- Winding up: surplus assets go to another Section 8 company with similar objects, or as the Tribunal directs, not to members (Section 8(9)).
- Revocation: the licence can be revoked for breach of the section or the licence conditions, or where affairs are conducted fraudulently or against the objects, after a hearing (Section 8(6)).
- Penalty: a company in default is liable to a fine of Rs 10 lakh to Rs 1 crore, and officers in default to a fine of Rs 25,000 to Rs 25 lakh (Section 8(11)); fraud attracts Section 447.
Name rules
Under Rule 8A(1)(u) of the Companies (Incorporation) Rules, 2014 (formerly Rule 8(7)), the name of a Section 8 company is treated as undesirable unless it includes words such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust and the like. The name does not end with “Limited” or “Private Limited”. “Electoral Trust” is allowed only for companies formed under the Electoral Trusts Scheme. The general naming rules also apply; the name availability checker helps with a first screen.
Licence, MOA and SPICe+
For a new company, the Section 8 licence is applied for in SPICe+ Part B, and the Registrar issues the licence together with the certificate of incorporation. The memorandum is in Form INC-13 (see the Section 8 MOA (INC-13) template and the object clause drafts). The application carries declarations by a practising professional and by each subscriber, and an estimate of income and expenditure for three years. Where an existing company or association wants a licence, Form INC-12 is used (see the INC-12 details template). The company registration page explains SPICe+ in general.
Section 8 company vs trust vs society
| Point | Section 8 company | Public charitable trust (Delhi) | Society (Delhi) |
|---|---|---|---|
| Law | Companies Act, 2013 | Trust deed; registered with the Sub-Registrar under the Registration Act, 1908 (Delhi has no separate public trusts Act) | Societies Registration Act, 1860, with the Registrar of Societies, GNCT of Delhi |
| Minimum persons | 2 members and 2 directors (private); 7 and 3 (public) | Settlor and trustees; usually two or more trustees | Seven or more persons |
| Changes to the document | Prior approval of the Central Government | As the deed allows; some changes are hard or impossible | As the rules of the society provide; a change of purposes needs a three-fifths vote confirmed at a second meeting (Section 12 of the 1860 Act), filed with the Registrar |
| Annual filings | AOC-4, MGT-7, ADT-1 and other MCA forms; audit under the Companies Act | Mainly income-tax filings | Annual list of the governing body with the Registrar, and income-tax filings |
| Income-tax registration (Ss.332 and 354) | Available | Available | Available |
A Section 8 company suits projects expecting institutional or CSR funding; a trust suits a few founders who want control; a society suits a membership body. Templates: trust deed and society memorandum.
12A and 80G under the Income-tax Act, 2025
From 1 April 2026 the former Sections 12A/12AB and 80G of the 1961 Act correspond to Section 332 (registration of a non-profit organisation) and Section 354 (approval so that donors can claim a deduction, now under Section 133(1)(b)(ii)) of the Income-tax Act, 2025.
- Form 104 (formerly Form 10A): provisional registration (Section 332) and approval (Section 354) before activities start; order in Form 106. Provisional registration is valid for three tax years; once activities start, the application for regular registration is due within six months of their commencement.
- Form 105 (formerly Form 10AB): regular registration and approval once activities start, before provisional registration expires, or on renewal; order in Form 107. Approval under Section 354 is for five years; registration under Section 332 is for five years, or ten years where the conditions of Section 332(5) are met.
Section 332(4) lets the Commissioner condone a late application for registration, but Section 354 has no matching provision for approval, so diarise the Form 105 date from the Form 106 order. See the registration and approval cover letter and the donation receipt format.
After incorporation
| When | What | Provision |
|---|---|---|
| On incorporation | Bank account in the company’s name; name and CIN displayed at the office and on letterheads | Section 12 |
| Within 30 days | First auditor appointed by the board | Section 139(6) |
| Within 180 days | INC-20A, where the company has share capital | Section 10A |
| Soon after incorporation | Form 104 for provisional registration and approval; NGO Darpan unique ID on the NITI Aayog portal | Ss.332 and 354, Income-tax Act, 2025 |
| Every six calendar months | At least one board meeting | Section 173(1) as modified for Section 8 companies by G.S.R. 466(E), 5 June 2015 |
| Every year | Accounts audited; AGM; AOC-4 and MGT-7; income-tax return and audit report under the 2025 Act; DIR-3 KYC for directors | Sections 96, 137, 92 |
The ROC due date calendar and the ROC annual filing page cover the yearly MCA forms.
CSR-1 for CSR projects
A company spending its CSR obligation through another entity can use a Section 8 company, registered trust or registered society only if that entity is registered with the MCA in Form CSR-1 under Rule 4(2) of the Companies (CSR Policy) Rules, 2014. Under Rule 4(1), the entity must hold income-tax registration and approval (the former 12A and 80G), and an independent entity needs a track record of at least three years in similar activities; an entity set up by the CSR-spending company itself does not need the track record. CSR-1 is verified digitally by a Chartered Accountant, Company Secretary or Cost Accountant in practice, and the portal then generates a CSR registration number (Rule 4(2)).
FCRA note
A Section 8 company cannot accept foreign contribution without registration or prior permission under the Foreign Contribution (Regulation) Act, 2010. Registration (FC-3A, under Rule 9 of the FCRA Rules, 2011) is for an association that has existed for at least three years and has spent at least Rs 15 lakh on its core activities in the last three financial years, leaving out administrative expenditure. An association in its formative stage can instead apply for prior permission (FC-3B), which is granted for a specific amount from a specific donor for specific activities. Since the 2020 amendment, foreign contribution must first be received in an “FCRA Account” at the State Bank of India, New Delhi Main Branch, 11 Sansad Marg (Section 17), and a NGO Darpan ID is needed to apply. Check before accepting any overseas donation, including from foreign citizens of Indian origin.
Official sources
- MCA Acts and Rules (e-book): Companies Act, 2013 (Sections 8, 10A, 139, 173) and Companies (Incorporation) Rules, 2014
- Companies (Incorporation) Fifth Amendment Rules, 2019 (Rule 8A, including clause (u) on Section 8 names)
- MCA state-wise stamp duty chart (Delhi, Section 8 companies)
- MCA General Circular 14/2021 (CSR FAQs, including implementing agencies and CSR-1)
- MCA notification G.S.R. 466(E), 5 June 2015 (exemptions for Section 8 companies)
- Form 104 and Form 106 user manual (provisional registration and approval, Ss.332 and 354)
- Form 105 and Form 107 user manual (regular registration and approval)
- Form 104 FAQs (Income Tax Department)
- FCRA FAQs and SOP for the FCRA Account at SBI, New Delhi Main Branch (Ministry of Home Affairs)
- Form FC-3A (registration under Rule 9, with the NGO Darpan ID)
- NGO Darpan (NITI Aayog)
Common mistakes
- Objects drafted too widely. Vague or profit-oriented objects lead to resubmission and later trouble the income-tax registration.
- Assuming tax exemption comes with incorporation. Without registration under Section 332, the surplus is taxed like any company’s. Form 104 should be filed soon after incorporation.
- Paying members or relatives without a basis. Only reasonable payment for services or goods actually supplied is allowed.
- Changing the MOA or AOA without approval. Section 8(4) requires prior approval of the Central Government (Regional Director) for any alteration.
- Missing annual filings. A Section 8 company cannot be a small company, so the full MGT-7 applies, and its exemptions lapse if AOC-4 or MGT-7 is in default.
Section 8 Company Registration for clients in New Delhi & Delhi NCR
SKAG and Associates is a firm of Chartered Accountants based at Kh.No-84, Plot No -RZ-I-1, F/Floor, 12/2, Main Rd, opposite Yammaha Showroom, Mahavir Enclave, New Delhi – 110045. The firm handles Section 8 Company Registration work and allied compliance for individuals, professionals, firms and companies across New Delhi, South West Delhi and the wider Delhi NCR region, as well as clients elsewhere in India who engage it remotely.
Engagements are conducted strictly in accordance with the Chartered Accountants Act, 1949 and the ICAI Code of Ethics. To discuss your requirement, you are welcome to contact the office or call +91 88022 54567 during working hours (Mon–Sat, 10:00 AM–7:00 PM).
Frequently asked questions
How many people are needed to form a Section 8 company? +
As a private company, at least two members and two directors (the same persons can be both); as a public company, at least seven members and three directors. At least one director must be resident in India. There is no minimum capital.
Can directors of a Section 8 company be paid? +
Members cannot receive dividends or any distribution of income. Reasonable remuneration for services actually rendered, or payment for goods supplied, is allowed, within the licence conditions. Payments to founders and relatives should be documented and at market value.
Which words must the name of a Section 8 company include? +
Words such as Foundation, Forum, Association, Federation, Chambers, Confederation, Council or similar words that show its not-for-profit character (Rule 8A(1)(u) of the Companies (Incorporation) Rules, 2014). It does not use Limited or Private Limited.
What are the new sections for 12A and 80G? +
From 1 April 2026, registration is under Section 332 and approval for donors under Section 354 of the Income-tax Act, 2025. A new company files Form 104 for provisional registration and approval, and later Form 105 for regular registration and approval.
Is a Section 8 company better than a trust? +
It depends on the purpose. A Section 8 company offers limited liability and governance that CSR and institutional donors expect, but more annual compliance. A trust is simpler where a few founders will manage it.
Can a Section 8 company receive CSR funds from the first year? +
Only if it is registered in Form CSR-1, which needs income-tax registration and approval. An independent Section 8 company also needs a three-year track record in similar activities; one set up by the CSR-spending company itself does not.
Questions about Section 8 Company Registration?
You may contact CA Gaurav Singh to discuss your specific facts and requirements.
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