Incorporation of Company under Section 8

THE PROCEDURE FOR INCORPORATION OF SECTION 8 COMPANY:

Main Object for which the companies are incorporated:

Company should be formed with the intention to promote art, commerce, sports, safety, science, research, healthcare, social welfare, religion, protection of the environment, etc. The main object of these companies ensure the promotion of above-mentioned fields, provided the profit is used for promoting only objects of the company (Sec 8(1)(b)). Sec 8 (1) (c) states the prohibition of payment of any dividend to its members.

License is required to be obtained from ROC before incorporating the company under section 8 of Companies Act, 2013.

Following documents are required to be filed with ROC for Obtaining License -

• E-Form INC 12 is accompanied by MOA and AOA. It's a declaration confirming the application by a Company Secretary on the Non- Judicial stamp paper of prescribed Value.
• Names, descriptions, addresses and occupation of promoters and board members of the company.
• Statement of details of assets and liabilities of the company on the date of application.
• Estimate of future annual income and expenditure of statement of a brief description of work.
• A brief statement on the grounds on which the application is made.
• A letter of authority
• Payment of prescribed fee

After obtaining License from ROC the company may be incorporated by filing e-form SPICe, following points are need to be taken care of at the time of filing-   

• Digital Signature Certificate (DSC) and Director Identification Number (DIN) of persons proposed to be appointed as directors of the company.
• A name which has been approved using RUN service can be entered in SPICe against the field SRN of RUN. Based on the SRN entered, the Entity type, proposed name and any other relevant fields will be auto-filled by the system. The same user login ID is used for reserving the name for submitting and uploading SPICe, INC-12 and INC-24 forms.

• The users may obtain approved e-MOA (INC-33) and e- AOA (INC-34) through certified copies facility available on MCA but Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32).

• SPICe eMoA and eAoA have to be uploaded as 'Linked Forms' to SPICe (INC-32). eMoA and eAOA would be witnessed after all subscribers have signed as is happening presently.

• It is mandatory to apply for PAN and TAN for the proposed company along with SPICe form.

The digital signature of a professional (Chartered Accountant/ Company Secretary/ Cost Accountant/ Advocate) is required to file Form INC-32. The Professional must declare that all information presented in the form is correct and enter his/her membership number and certificate number.

Documents Required for SPICe Form INC-32:

The following documents must be filed with SPICe Form INC-32 for incorporation of company:

1. Memorandum of Association - Applicable and mandatory in case of Section 8 company
2. Articles of Association - Applicable and mandatory in case of Section 8 company
3. Affidavit and declaration by first subscriber(s) and director(s)
4. As proof of office address- Copies of utility bills that are not older than two months
5. Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government
6. If the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act, then it is mandatory to attach the trademark registration certificate or trademark application copy
7. NOC from the sole proprietor/ partners/other associates/ existing company
8. Proof of identity and residential address of the subscribers
9. Proof of identity and residential address of directors

Minimum Requirements for Section-8 Company:

1. At least two shareholders
2. Minimum two directors [Shareholders and Directors could be same.]
3. At least one Director should be Indian resident
4. There is no minimum capital required.
5. Income tax PAN (mandatory)
6. Identity Proof (Voter ID/ Aadhaar Card, etc)
7. Passport (mandatory)
8. Proof of residence (Electricity/ Telephone/ Mobile Bill or Bank Statement)
9. Registered Office Address Proof (Rent agreement if the premises is not owned by the company)
10. Documents claiming the ownership such as Sale Deed or House Tax receipt along with an NOC.