section 8 company registration process

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:

  1. 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.

  2. Digital Signature Certificate (DSC)

    • Obtain DSC for all directors and subscribers (mandatory for online filing).

  3. Director Identification Number (DIN)

    • Apply DIN (if not already allotted) through SPICe+ Part B form.

  4. 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

  5. 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)

  6. 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).

  7. 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:


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:

  1. 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.

  2. Annual Income Tax Return:

    • File Form ITR-7 electronically under Section 139(4A) of the Income Tax Act.

  3. 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.

  4. Books of Accounts:

    • Must maintain proper books at the registered office or at another place with intimation to the jurisdictional Assessing Officer.

  5. 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.

  6. Filing Form 10A/10AB:

    • Renewal or registration under updated rules (validity usually for 5 years).

  7. TDS Compliance:

    • Deduct and deposit TDS wherever applicable and file TDS returns.

  8. 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.

  9. CSR Registration (if applicable):

    • Register on the MCA portal to receive CSR funds from companies.

  10. 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:

  1. 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.

  2. 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.

  3. Accumulation of Income:

    • Section 11(2) allows accumulation of up to 15% of the income for future charitable use without paying tax.

  4. 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.

  5. Exemption on Donations:

    • Receipts by way of voluntary contributions are treated as income but are exempt under Section 11 if properly utilized.

  6. 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.

  7. 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

 

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