Section 8 Company Registration

There is no prescribed minimum paid-up capital requirement for a Section 8 Company under the Companies Act 2013. However, the Registrar of Companies grants a licence under Section 8(1) only if satisfied that the company's income and property will be applied solely for the promotion of its stated charitable or non-profit objects. The Memorandum of Association must restrict distribution of profits or assets to members per Rule 19 of the Companies (Incorporation) Rules 2014. In practice, an initial corpus of at least Rs 1 lakh is advisable to demonstrate operational intent to the RoC.

Yes, reasonable remuneration to directors for services rendered in a professional capacity is permitted under Section 8(3) read with Section 197 of the Companies Act 2013, subject to prior approval of the Central Government where applicable. However, profits cannot be paid as dividend or distributed in any form to members as expressly prohibited by Section 8(1)(b). The remuneration must be commensurate with industry norms and fully disclosed in financial statements filed with the RoC under Section 137. Any violation of the no-profit-distribution condition attracts revocation of licence under Section 8(6) and penalties under Section 8(11).

The Central Government, through the Regional Director, typically issues the Section 8 licence within 30 working days of a complete application under Rule 19 of the Companies (Incorporation) Rules 2014. The application is filed in Form INC-12 along with the draft Memorandum and Articles, a declaration from an advocate or CA in Form INC-14, and a statement of proposed income and expenditure for the next three years. Once the licence is granted, the company is incorporated by filing SPICe+ (Form INC-32) with the licence attached. Delays usually arise from deficiencies in the objects clause or incomplete financial projections.

No, incorporation as a Section 8 Company does not automatically confer 80G status on donors. The organisation must separately apply for provisional registration under Section 12AB of the Income Tax Act 1961 in Form 10A within three months of incorporation, and for 80G approval in Form 10G filed simultaneously with the jurisdictional Commissioner of Income Tax (Exemptions). Provisional approval is valid for three years, after which regular registration under Section 12AB must be obtained. Only after 80G approval can donors claim deduction under Section 80G of the Income Tax Act 1961 for their contributions.

A Section 8 Company must file its annual financial statements in Form AOC-4 and Annual Return in Form MGT-7 with the RoC within 60 and 60 days respectively of the Annual General Meeting under Sections 137 and 92 of the Companies Act 2013. It must also hold a minimum of two board meetings per year instead of the usual four, as permitted by Section 173(1) read with Rule 18 of the Companies (Meetings of Board and its Powers) Rules 2014. If registered under 12AB, it must file Form 10B or 10BB audit report and ITR-7 under Section 139(4A) of the Income Tax Act 1961 annually. Failure to comply with RoC filings can trigger suo motu revocation of the Section 8 licence under Section 8(6).