03 August 2024
### **Memorandum of Association (MoA) and Articles of Association (AoA) for Section 8 Company**
**Section 8 Company** under the Companies Act, 2013 (earlier known as Section 25 Company under the Companies Act, 1956) is a non-profit entity intended to promote commerce, art, science, sports, education, research, social welfare, religion, charity, or any other useful object, provided it applies its profits for such purposes and prohibits the distribution of any dividend to its members.
#### **Draft Memorandum of Association (MoA) of a Section 8 Company**
**MEMORANDUM OF ASSOCIATION** **OF** **[Company Name] Private Limited**
**I. Name Clause** The name of the Company is [Company Name] Private Limited.
**II. Registered Office Clause** The Registered Office of the Company will be situated in the State of [State], India.
**III. Object Clause** **1. Main Objects:** The objects for which the Company is established are: a. To promote and support [specific purpose or activity, e.g., education, healthcare, social welfare, etc.]. b. To engage in activities that foster [specific activities related to the purpose of the company]. c. To undertake projects and programs that will aid in [specific projects, e.g., community development, environmental protection, etc.].
**2. Ancillary Objects:** a. To raise funds and receive contributions by way of grants, donations, and other means as may be permissible under the laws of India. b. To enter into partnerships or collaborations with other organizations for the furtherance of the objectives of the Company. c. To acquire, lease, hold, and dispose of property necessary for the Company’s operations. d. To carry on all other activities which are necessary for the furtherance of the above objects.
**IV. Liability Clause** The liability of the members is limited.
**V. Capital Clause** The authorized share capital of the Company is Rs. [Amount] divided into [Number] shares of Rs. [Value] each.
**VI. Subscription Clause** We, the undersigned, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.
**Name** | **Address** | **Number of Shares Taken** --- | --- | --- [Subscriber 1] | [Address] | [Number of Shares] [Subscriber 2] | [Address] | [Number of Shares]
Dated this [Date] day of [Month], [Year].
**Witness:** [Name] [Address] [Occupation]
#### **Draft Articles of Association (AoA) of a Section 8 Company**
**ARTICLES OF ASSOCIATION** **OF** **[Company Name] Private Limited**
**1. DEFINITIONS** In these Articles, unless the context otherwise requires: - "Act" means the Companies Act, 2013, and any statutory modifications or re-enactments thereof. - "Company" means [Company Name] Private Limited. - "Board" means the Board of Directors of the Company.
**2. SHARE CAPITAL** - The Company shall have an authorized share capital as specified in the Memorandum of Association. - The shares shall be under the control of the Board, which may issue or alter the share capital as per the provisions of the Act.
**3. SHARES AND SHARE CERTIFICATES** - The Company shall issue share certificates in accordance with the provisions of the Act. - Each share certificate shall be signed by two Directors and the Secretary.
**4. TRANSFER OF SHARES** - Shares in the Company shall be transferred by an instrument of transfer in writing. - The Board may refuse to register any transfer of shares.
**5. GENERAL MEETINGS** - The Company shall hold its Annual General Meeting (AGM) in accordance with the Act. - The Board may call Extra-Ordinary General Meetings as required.
**6. BOARD OF DIRECTORS** - The Company shall have a minimum of [Number] Directors and a maximum of [Number] Directors. - Directors shall be appointed by the shareholders in General Meeting.
**7. PROCEEDINGS OF THE BOARD** - The Board may meet as often as necessary for the proper conduct of the Company’s affairs. - Decisions of the Board shall be taken by majority vote.
**8. ACCOUNTS AND AUDIT** - The Company shall maintain proper books of accounts and shall appoint auditors as required by the Act. - The financial year of the Company shall end on the 31st day of March each year.
**9. SEAL** - The Common Seal of the Company shall be kept in the custody of the Secretary.
**10. WINDING UP** - In the event of winding up, the assets of the Company shall be distributed in accordance with the provisions of the Act.
**11. INDEMNITY** - Every Director, Manager, and Officer of the Company shall be indemnified against any liability incurred in the discharge of their duties.
**12. AMENDMENTS** - These Articles may be amended by a special resolution of the shareholders.
Dated this [Date] day of [Month], [Year].
**Witness:** [Name] [Address] [Occupation]
### **Procedure for Incorporation of a Section 8 Company (Companies Act, 2013)**
1. **Obtain Digital Signature Certificate (DSC)** All proposed directors of the company must obtain a DSC for filing documents online.
2. **Obtain Director Identification Number (DIN)** Apply for DIN for all proposed directors via the MCA portal.
3. **Name Reservation** - Apply for the reservation of the company name through the RUN (Reserve Unique Name) service on the MCA portal.
4. **Drafting of MoA and AoA** - Prepare the MoA and AoA as per the requirements mentioned above.
5. **File Incorporation Form** - Fill out and submit the SPICe+ form (INC-32) on the MCA portal for incorporating a Section 8 company. - Attach necessary documents like MoA, AoA, DSCs, DINs, proof of office address, etc.
6. **Obtain Certificate of Incorporation** - After the form is processed and approved by the Registrar of Companies (RoC), a Certificate of Incorporation will be issued.
7. **Apply for PAN and TAN** - Apply for PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) for the newly incorporated company.
8. **Apply for 12A and 80G Registration (Optional but Recommended)** - Apply to the Income Tax Department for 12A (registration for exemption under the Income Tax Act) and 80G (deductions for donations).
9. **Open a Bank Account** - Open a bank account in the name of the company.
By following these steps, you can properly incorporate a Section 8 company under the Companies Act, 2013.
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