The registration of a Section 8 Company (NGO) in India as per Companies Act, 2013 (and latest 2024-25 guidelines) involves these steps:
Step-by-Step Procedure:
Name Reservation
Apply online through SPICe+ Part A form on the MCA portal.
Prefix words like “Foundation,” “Association,” “Society,” “Council,” “Forum,” “Trust,” “Academy,” “Organization,” “Federation,” etc., should be used in the name.
Digital Signature Certificate (DSC)
Obtain DSC for all directors and subscribers (mandatory for online filing).
Director Identification Number (DIN)
Apply DIN (if not already allotted) through SPICe+ Part B form.
Preparation of Documents
Key documents include:Memorandum of Association (MOA) – as per Form INC-13 (specific for Section 8 Companies)
Articles of Association (AOA)
Declaration by professionals (Form INC-14)
Declaration by subscribers and directors (Form INC-15)
Estimated Statement of Income & Expenditure for next 3 years
Identity proofs and address proofs of directors
Registered office address proof
Filing with MCA
Submit SPICe+ Part B along with:e-MOA (INC-13)
e-AOA (INC-31)
Form INC-9 (declaration by subscribers and directors)
Agile Pro-S (for GST, EPFO, ESIC registrations)
Issue of License under Section 8
Registrar of Companies (ROC) verifies all documents.
If satisfied, issues a license under Section 8 and Certificate of Incorporation (COI).
PAN and TAN
Automatically generated along with the Certificate of Incorporation.
Important Points:
Minimum 2 Directors (for a private company) or 3 Directors (for a public company) are required.
No minimum capital requirement.
Company profits must strictly be used to promote charitable objects.
No distribution of dividends to members.
Timeline:
Typically 30-45 working days from the date of complete submission.
Fees:
Government fees are relatively nominal for Section 8 Companies (concession on ROC fees).
Professional fees depend on consultant/CA/CS engaged.
Checklist for Section 8 Company Registration (NGO) – India 2024-25
1. Preliminary Requirements
Minimum 2 Directors (Private) / 3 Directors (Public)
Minimum 2 Shareholders (can be same as Directors)
At least one Director must be an Indian resident
No minimum capital requirement
2. Digital Signature Certificate (DSC)
Obtain DSC for all proposed Directors and Subscribers
3. Name Reservation
File SPICe+ Part A on MCA Portal
Preferred names should include “Foundation”, “Association”, “Society”, etc.
Attach supporting documents if needed
4. Preparation of Documents
Memorandum of Association (MOA) in Form INC-13
Articles of Association (AOA)
Declaration by professional (Form INC-14)
Declaration by Directors & Subscribers (Form INC-15)
Statement of Income and Expenditure for 3 years
Identity proof and address proof of all Directors
Proof of registered office (Rent Agreement, NOC, Utility Bill)
5. Filing with Registrar of Companies (ROC)
Complete SPICe+ Part B online
Attach e-MOA (INC-13) and e-AOA (INC-31)
File INC-9 (auto generated) – Declaration by Directors
Agile Pro-S form (for PAN, TAN, GST, EPFO, ESIC registrations)
6. Approval and Incorporation
ROC verifies documents
License under Section 8 granted
Certificate of Incorporation issued along with PAN and TAN
7. Post-Incorporation Compliances
Apply for 12A and 80G registration (Income Tax Exemption)
Open a bank account
Maintain statutory registers and records
Conduct Board Meetings
8. Tax Compliances for Section 8 Companies
Mandatory Income Tax Return (ITR-7) filing annually.
Application for 12A registration to claim exemption from Income Tax.
Application for 80G Certificate to allow donors to claim tax benefits.
GST registration if turnover exceeds threshold or in case of inter-state supply.
TDS deductions and filings if applicable (Form 24Q, 26Q, etc.).
Maintain books of accounts as per Income Tax Act and Companies Act.
Audit under Income Tax Act if gross receipts exceed prescribed limits.
Annual filing of Form FC-4 if foreign contributions are received (FCRA compliance).
9. CSR Registration Procedure for Section 8 Companies
Obtain Certificate of Incorporation and PAN.
Register the entity on the MCA21 portal.
File Form CSR-1 electronically with the Registrar of Companies (ROC).
Certification of Form CSR-1 must be done by a practicing Chartered Accountant, Company Secretary, or Cost Accountant.
After successful verification, the system generates a unique CSR Registration Number.
This registration is mandatory to undertake CSR activities on behalf of corporates.
Maintain detailed records of CSR projects, budgets, and utilization.
Regular reporting in the Annual Report and Board’s Report under Section 135 of the Companies Act, 2013.
10. Important Notes
Profits must only be applied for charitable objectives.
No dividends allowed to members.
Section 8 Companies are regulated strictly under the Companies Act, 2013.
Useful References:
Ministry of Corporate Affairs (MCA): https://www.mca.gov.in/
ICAI Corporate Laws Guidance
Pro Tip: Consider consulting a Company Secretary (CS) or Chartered Accountant (CA) specializing in NGO registrations and CSR compliances for a seamless process!
Here’s the detailed CSR Registration Procedure for a Section 8 Company (NGO) as per 2024-25 regulations:
CSR Registration Procedure for Section 8 Companies
Step 1: Incorporation and Basic Setup
Incorporate your NGO as a Section 8 Company under the Companies Act, 2013.
Obtain:
Certificate of Incorporation
PAN
12A registration (Income Tax exemption)
80G certification (donor benefit under Income Tax)
Step 2: Prepare for CSR-1 Filing
Before you apply:
Ensure your Section 8 Company has a valid PAN.
Appoint an authorized signatory with a valid Digital Signature Certificate (DSC).
Have the latest Certificate of Incorporation and 12A Registration Number.
Step 3: File Form CSR-1 on MCA Portal
Go to MCA21 Portal.
Select “File e-Forms” > CSR-1.
Fill basic details:
Name of the NGO
Address
PAN number
Date of Incorporation
Type of Entity (Section 8 Company)
Nature of Activities
Attach required documents:
Certificate of Incorporation
PAN Card Copy
Registration Certificate under Section 12A (Income Tax Act)
Step 4: Certification
CSR-1 must be digitally certified by:
Practicing Chartered Accountant (CA)
Practicing Company Secretary (CS)
Practicing Cost Accountant
The professional must verify the correctness and sign the form.
Step 5: Acknowledgment and Unique CSR Registration Number
After filing, MCA issues an Acknowledgment.
A Unique CSR Registration Number is generated for your organization.
This number is mandatory for getting CSR funds from companies.
Post-Registration Compliances
Maintain clear and separate accounting for CSR funds.
Prepare project reports showing fund utilization.
File Annual CSR disclosures through client companies.
Keep updating records and maintain transparency.
Key Points to Remember
CSR-1 filing is mandatory from April 1, 2021 onward for NGOs seeking CSR funding.
Without CSR Registration Number, corporates cannot legally fund you under CSR.
NGO must focus only on permissible CSR activities listed under Schedule VII of the Companies Act, 2013.
For an NGO Trust registered as a Section 8 Company, the following tax compliances are required for FY 2024–25:
Registration under Income Tax Act:
Must be registered under Section 12A for exemption on income.
Also obtain approval under Section 80G to allow donors to claim deductions.
Annual Income Tax Return:
File Form ITR-7 electronically under Section 139(4A) of the Income Tax Act.
Audit of Accounts:
If total income exceeds ₹5 crore (before claiming exemptions under Sections 11 and 12), or if the entity receives foreign contributions, it must get its accounts audited and submit Form 10B.
In other cases, Form 10BB must be filed.
Books of Accounts:
Must maintain proper books at the registered office or at another place with intimation to the jurisdictional Assessing Officer.
Application of Income:
85% of income must be applied for charitable purposes in India during the year.
Up to 15% can be accumulated without any conditions.
Filing Form 10A/10AB:
Renewal or registration under updated rules (validity usually for 5 years).
TDS Compliance:
Deduct and deposit TDS wherever applicable and file TDS returns.
Foreign Contribution Regulation Act (FCRA) Compliance (if receiving foreign funds):
Maintain separate bank account for foreign contributions.
File Form FC-4 annually with the Ministry of Home Affairs.
CSR Registration (if applicable):
Register on the MCA portal to receive CSR funds from companies.
GST Compliance (if applicable):
If providing taxable services above threshold limit, obtain GST registration and comply accordingly.
Here are the tax benefits available to Section 8 Companies under the Income Tax Act for FY 2024–25:
Income Exemption under Section 11 and 12:
Income applied towards charitable or religious purposes is exempt.
85% of income must be applied in the same financial year to claim exemption.
Registration Benefits:
If registered under Section 12A, the company’s income is exempt from tax.
Registration under Section 80G allows donors to claim deductions for donations.
Accumulation of Income:
Section 11(2) allows accumulation of up to 15% of the income for future charitable use without paying tax.
No Minimum Alternate Tax (MAT):
Section 8 companies that are registered as charitable institutions are not subject to MAT on book profits under Section 115JB.
Exemption on Donations:
Receipts by way of voluntary contributions are treated as income but are exempt under Section 11 if properly utilized.
Capital Gains Exemption:
If the proceeds from sale of a capital asset are reinvested in another capital asset used for charitable purposes, no capital gains tax applies.
Lower Compliance Burden:
Certain relaxed provisions in accounting standards are applicable, recognizing the not-for-profit nature of Section 8 companies.
These benefits make Section 8 Companies very attractive for charitable, social, and non-profit activities in India.
Author: CA Irshad Khan