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How to Incorporate / Register Section 8 Company

Section 8 Company
A Non-Profit organization (NPO) is a Company established for promoting commerce, art, science, religion, charity or any other useful object, provided the profits, if any, or other income is applied for promoting only the objects of the company and no dividend is paid to its members. An NPO/NGO can be formed for promotion of any useful object like sports, education, research activities etc. The term No Profit does not mean that the Company cannot generate profit or income, but it essentially means applying the income for further promotion of the object and not for distributing it to the promoters. It means that the Company can earn profits but the promoters cannot be benefited out of those profits.

Key Benefits:

Many privileges and exemptions under Company Law.
Exemption from requirement of Minimum Paid-up capital.
Exemption of Stamp duty for registration.
Non-application of Companies Auditor Report Order (CARO) 2003.
Registered partnership firm can be a member in its own capacity.
Tax deductions to the donors of the Company u/s. 80G of the Income Tax Act.

Key Conditions:

Profit or Income of the Company shall be applied for the promotion of the main object
Declaration of dividend or distribution of profit to the promoters is not allowed
No member shall be appointed as a remunerated officer
No remuneration / benefit shall be paid to a member being a servant / officer of the Company (except reimbursement of out of pocket expenses, reasonable interest on money lent or reasonable rent on the premises)
Subsequent alteration of MoA & AoA requires prior approval of Central Govt. (i.e. ROC)

Key Requirements:

Minimum 2 Shareholders (for Private Ltd. Co.) and 7 Shareholders (for Public Ltd. Co.)
Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.)
The directors and shareholders can be same person
DIN (Director Identification Number) for all the Directors
DSC (Digital Signature Certificate) for two of the Directors

Obtaining Director Identification Number (DIN) and Digital Signature (DSC)

Before taking any step in the registration of Section 8 Company the proposed Directors of the company are required to obtain DIN and DSC for further activities involving of filing of forms with Registrar of Companies.

Search for availability of Name

Obtain Name Approval Letter from the Registrar of Companies after making an application in E-Form 1A .Six names in preferential order may be proposed in single application

Application to Registrar of Companies

Once the name is confirmed, an application should be made electronically to the Registrar of Companies for granting of license in Form No.24A. The application should be accompanied by various documents such as Memorandum of Association, Articles of Association, A statement showing details of assets and liabilities, Statement showing estimate of the future annual income and expenditure of the proposed company etc.

Grant of Approval

Registrar of Companies shall scrutinize the documents and if the Registrar of Companies is satisfied that the application made is complete in all respects and in the best interest of the country, the Registrar of Companies may grant the license within 30 days from the date of filing of application.Once the license is obtained Form No. 7, 12, 22 is filed for getting the Certificate of Incorporation (COI). The company comes into existence as soon as the Certificate of Incorporation is obtained from the Registrar of Companies.