A section 8 company is essentially a charitable and non-profit entity that functions on the central government's license which allows the company to not have to use "public/private limited" in its name. The incorporation process of this company is similar to that of an NGO or a trust, differing only in the license obtaining procedure. Let's discuss the complete procedure along with the important requirements and criteria that should be met for the successful incorporation of a section 8 company.
Eligibility Criteria To Be A Section 8 Company
- The objectives must fall under - promotion of charitable causes, religion, art, commerce, trade, research, welfare, science, protection of the environment, and other relevant categories.
- All profits or income must be furthered for such non-profit objectives.
- There must be no intention of sharing dividends with the members.
- The registration is to be done under section 8 of the Companies Act 2013 and the license shall be applied to the Ministry of Corporate Affairs.
- A minimum of 2 directors for a private limited and 3 directors for a public limited company are essential and at least one of the directors needs to be an Indian resident.
- The MOA of the company must have 2 subscribers in the case of a private limited company and 3 subscribers in the case of a public limited company.
- The name, objectives, registered office address, number of directors and promoters, number of their shares, and authorized capital must be determined before applying to the Office of Registrar.
- The initial capital decided must be invested within 2 months.
- Annual compliances, including the filing of accounts returns and statements, must be done with the ROC.
- All directors must have their Director's Identification Number (DIN) and Digital Signature Certificate (DSC).
Required Documents
- Directors and shareholders must have a PAN card, Aadhaar Card, address proof, and 2 passport-sized photographs at hand.
- Ownership proof for the registered office
- Utility bill
- No Objection Certificate (NOC) (if the office is on rented premises)
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- DSC, DIN
Important Forms For Registration
- INC-1 To apply with the ROC for Name Approval.
- INC-7 Application for Incorporating the Company.
- INC-8 Declaration to Apply for PAN & TAN.
- INC-9 Affidavit from each Director and subscriber of the MOA.
- INC-12 To apply for the issuance of a license to operate as a Section 8 Company.
- INC-13 Memorandum of Association (MOA).
- INC-14 Declaration from a practicing CA or CS.
- INC-15 Declaration by subscribers of MOA (On duly notarized non-judicial stamp paper of Rs.100/-)
- INC-16 License to operate as a company under Section 8 of the Companies Act, 2013.
- INC-22 Notice of the location of the registered office.
- DIR-2 Consent of Directors to act on behalf of the Company.
- DIR-3 Application to ROC to get DIN.
- DIR-12 Appointment of directors of the company
The Procedure Of Registration
- Apply to the ROC for procuring DIN and DSC for the directors.
- Once DSC can be obtained first, file the DIR-3 form to the ROC to procure the DIN.
- Determine a name for the company and check the name availability in the Reserve Unique Name (RUN) facility.
- File form INC-1 wherein you can initially propose a maximum of two names.
- If the form gets rejected, only one more resubmission will be allowed.
- Apply for the central government's license under section 8. File form INC-12 and send along with form INC-13 that has the MOA.
- File for AOA declaration through the form INC -15.
- The name approval letter and a 3-year-long estimation of future income and expenses are also to be filed along with it.
- Apply for the Certificate of Incorporation (COI) that has the unique Company Identification Number (CIN) and provides proof of incorporation.
- After completion of registration, apply for the PAN and TAN for the company through forms INC-7, 8, 10, 9, 22, DIR-2, and 12 with the ROC along with the stipulated documents.
Once the company gets incorporated successfully, go over the mandatory compliances that are to be fulfilled by the section 8 companies.
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