Updated: Dec 10, 2019

Eligibility for forming Section 8 Company:

A person or association of persons desire to be registered under Section 8 of the Companies Act, 2013 as a limited company –

(a) has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;

(b) desires to use its profits, if any, or other income in promoting its objects; and

(c) desires to prohibit the payment of any dividend to its members.

Procedure for Incorporation of Section 8 Company under Companies Act, 2013

1. Application for name availability in form RUN

Application for name availability must be made in “RUN” facility. The name of Section 8 Company shall include the words Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust etc.

1. Maximum two names can be given at the time of application of name availability and one resubmission is allowed in RUN facility.

2. Fees for RUN is Rs. 1000/-.

2. Preparation of Memorandum of Association and Articles of Association

Memorandum of Association in Form INC-13 of Section 8 Company while there is no format prescribed for Articles of Association for Section 8 Company. (In such case, adopt table F provisions.

3. Application in Form INC-12

After approval of name, one can proceed with making an application in Form INC-12 to the Registrar for a license required under Section 8(1).

Fees for INC-12 is Rs. 2,000/-.

Attachment of INC-12

1. Memorandum of Association in Form INC-13;

2. Articles of Association; (Adopt Table F Provision)

3. Declaration in Form INC-14 by CS/CA/CWA in practice, that all the provisions of section 8 and rules made thereunder are complied in preparation of draft memorandum and articles of association.

4. Declaration by each of the persons making the application in Form INC-15;

5. An estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure;

6. Name Approval Letter received from CRC;

Once the Form INC-12 will be approved, License under section 8 will be issued in Form INC-16.

4. Filing of SPICe 32 Form

Once Form INC-12 is approved i.e Central Government Approval is granted , we may proceed with filing of Form SPICe 32.

Attachment of SPICe 32:

1. Memorandum of Association in Form INC-13;

2. Articles of Association; (Adopt Table F Provision)

3. Consent and Declaration by first Directors in Form DIR-2;

4. Affidavit by first subscriber in Form INC-9;

5. PAN and Aadhar card of first directors and subscribers;

6. Proof of Registered office like Sale Deed/Lease Deed/Rent Agreement etc;

7. Latest Utility Bill of Registered office like Electricity Bill;

8. NOC of owner/director if registered office is taken on rent/lease;

9. License issued in Form INC-16;

In case of Section 8 Company, MOA & AOA is mandatorily required to be attached with Form SPICe-32. E-Form SPICe 33 and 34 i.e e-MOA and e-AOA can’t be used for Section 8 Company.

Benefits of Section 8 Company Registration:

1. Exemption from Stamp Duty.

2. Tax deductions u/s 80G of the Income Tax Act to the donors of the Company.

3. Section 8 Companies can be formed with or without share capital, in case of Company without capital, the necessary funds are brought in the form of donations, subscriptions from members and general public.

4. Section 8 Companies needs not to add the suffix 'Limited' or 'Private Limited' at the end of their name.

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