Can a Section 8 company distribute profits?

No. Section 8(1)(c) of the Companies Act, 2013 prohibits payment of any dividend to members. All income must be applied solely towards promoting the objects stated in the MoA.

What is the fee for Section 8 license?

The application fee for INC-12 is ₹2,000. SPICe+ Part B filing fee is Nil (Section 8 waiver), and stamp duty on MoA/AoA is Nil — making Section 8 the most cost-effective non-profit vehicle.

How long does the Section 8 license take?

There is no statutory SLA. RoC typically issues the license (INC-16) within 15–30 working days, subject to scrutiny of objects, financials, and professional declarations.

Is audit mandatory for Section 8 companies?

Yes. Section 8 companies must appoint a statutory auditor within 30 days of incorporation (ADT-1). Additionally, if foreign contribution is received under FCRA, a separate FCRA audit is mandatory.

Can a Section 8 company receive foreign donations?

Yes, but only after obtaining FCRA registration under the Foreign Contribution (Regulation) Act, 2010 from the Ministry of Home Affairs. Prior to FCRA registration, the company cannot receive any foreign contribution.

What tax exemptions are available?

Section 8 companies can apply for 12A/12AB registration (tax exemption on income) and 80G certificate (donor's tax deduction). Post Finance Act 2020, both registrations are provisional for 3 years; regular registration via Form 10AB within 6 months of provisional expiry.

Can a Section 8 company be converted to a regular company?

Yes, by filing Form INC-19 (Pvt Ltd from Sec 8) or INC-20 (Public Ltd from Sec 8) with prior approval of RoC. Upon conversion, the tax exemptions availed in the preceding 3 years become payable with interest under Section 115TD of the Income-tax Act.

Is there a minimum capital requirement?

No. Section 8 companies have no statutory minimum capital. The default is ₹1 lakh, but they may be incorporated with nominal capital of even ₹1,000 since the company does not issue shares for profit.

Editor's pickStartup

Section 8 Company Registration

File for Section 8 company registration with confidence. I-Pro Solutions provides step-by-step guidance, document checklists, fee breakdown and online submission.

Statutory basis: Companies Act, 2013 — Section 8 (formation of companies with charitable objects).

Turnaround

7–14 Working Days

₹

Starts from

₹11,199

Money-back accuracy

Guaranteed

Total starting from

₹11,199

Professional + estimated government fee

Professional fee₹9,199 starts with

Government fee (est.)₹2,000

Turnaround7–14 Working Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

Section 8 Company Registration is a key regulatory filing administered by Ministry of Corporate Affairs (MCA); RoC of the concerned State/UT grants the license under Section 8(1).. Filing is executed via SPICe+ Part A + Part B; INC-12 (application for license); INC-13 (declaration); INC-14 (CA/CS declaration); INC-15 (promoter's declaration); INC-16 (license certificate issued by RoC); INC-22 (registered office — subsumed in SPICe+ Part B); INC-18 (conversion); e-MoA (INC-33) / e-AoA (INC-34) drafted per Section 8 format. under Companies Act, 2013 — Section 8 (formation of companies with charitable objects); Companies (Incorporation) Rules, 2014 — Rule 19 (Section 8 Companies) and Rule 20 (license conditions); Form INC-12 (application for license) — superseded by integrated filing via SPICe+ since 2018; Form INC-13 (declaration by professional); Form INC-14 (CA/CS declaration); Form INC-15 (declaration of compliance by promoter); Form INC-16 (license certificate); Form INC-18 (conversion from existing company to Section 8).. Our specialist-led team ensures full compliance with statutory documentation, eligibility verification, and expedited government approval.

Eligibility & thresholds

Minimum

Any person or association of persons intending to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment, or any such other object
intends to apply its profits/income only in promoting its objects
and prohibits payment of any dividend to its members. Minimum 2 directors (Pvt Ltd Sec 8), 3 directors (Public Sec 8). Minimum 2 members for Pvt-Sec 8

Maximum

Section 8 companies cannot declare dividend to members. Cannot alter MoA/AoA without prior RoC approval. Cannot change registered office from one State to another without Central Government approval (Section 16(2) read with Section 8(6) — but not the regular RD process). Upon conversion to regular company, prior license cancellation is mandatory. Partnership firms / LLPs cannot directly become Section 8 companies.

Statutory floor

Adherence to governing Act
Transparent statutory fee schedule
Mandatory periodic audit disclosures

What's included

Everything in one transparent fee — no add-ons, no surprises.

Investor-Centric AOA Drafting

If you plan to raise institutional funding, standard Articles of Association (AOA) will not suffice. Venture capitalists demand specific clauses regarding right of first refusal (ROFR), tag-along/drag-along rights, and anti-dilution provisions. Our elite corporate lawyers draft sophisticated AOAs that anticipate future funding rounds, preventing costly and time-consuming structural overhauls when you secure term sheets.

Complex Multi-Founder Structuring

Co-founder disputes are the leading cause of early-stage startup failure. We don't just register your company; we advise on optimal equity splits, director roles, and authorized capital distribution. We provide templates for Co-Founder Agreements and vesting schedules, ensuring that the foundational relationship between partners is legally documented and aligned for long-term stability.

Rapid SPICe+ Processing Engine

Time is of the essence for startups. We utilize an advanced compliance engine that preemptively validates all data entered into the SPICe+ (INC-32) form. By cross-referencing PAN databases, checking DIN eligibility, and formatting registered office proofs perfectly, we eliminate typographical errors that typically cause frustrating ROC resubmission delays, ensuring first-pass approval.

Strategic Authorized Capital Advisory

Determining your initial Authorized Share Capital is a delicate balance. Set it too low, and you'll immediately face high fees to increase it during your first seed round. Set it too high, and you pay unnecessary upfront government stamp duty. We analyze your 12-to-18-month funding roadmap to recommend the exact optimal capital structure that minimizes immediate costs while accommodating your immediate growth.

ESOP Implementation Framework

Attracting top-tier talent in the startup ecosystem often requires offering Employee Stock Ownership Plans. A Private Limited Company is the only structure that efficiently supports this. As part of our premium advisory, we structure your initial cap table to accommodate a future ESOP pool seamlessly, ensuring you are ready to incentivize your founding team.

Comprehensive Post-Incorporation Toolkit

Receiving the Certificate of Incorporation is just the starting line. Within the first 30 to 180 days, you must open a bank account, appoint a statutory auditor (ADT-1), and file the Commencement of Business (INC-20A). We provide a complete post-incorporation execution service, handling these mandatory compliance milestones so you can focus entirely on product development and sales.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Section 8 Company Registration Statutory Fee	₹2,000	Official government fee schedule (separate from professional fee)Statutory Authority
Total Government Fee	₹2,000	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›All Pvt Ltd documents (Section 1) plus: — All Pvt Ltd documents (Section 1) plus:
›Statement of objects (charitable purpose) with detailed planned activities; — Statement of objects (charitable purpose) with detailed planned activities;
›Two declarations from professionals — Form INC-14 (CA/CS) and Form INC-13 (declaration by advocate/C — Two declarations from professionals — Form INC-14 (CA/CS) and Form INC-13 (declaration by advocate/CA/CS);
›Promoter's declaration in Form INC-15; — Promoter's declaration in Form INC-15;
›Statement of assets and liabilities (if converting from existing entity); — Statement of assets and liabilities (if converting from existing entity);
›Estimated income and expenditure for next 3 years; — Estimated income and expenditure for next 3 years;
›Draft MoA and AoA in the Section 8 format (with non-dividend clause and dissolution clause for asset — Draft MoA and AoA in the Section 8 format (with non-dividend clause and dissolution clause for asset transfer to similar Section 8 company).

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **Customer / I-Pro**
**Customer / I-Pro**: DSC, name reservation (SPICe+ Part A ₹1,000).
2
I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: Draft MoA/AoA in Section 8 format with non-dividend clause.
3
I-Pro⏱ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: Obtain declarations from CA/CS in INC-14 and advocate/CA/CS in INC-13.
4
I-Pro⏱ 1 - 3 Days
Step 4: **Customer**
**Customer**: Sign INC-15 (promoter's declaration).
5
I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: Apply for Section 8 license via INC-12 — fee ₹2,000.
6
I-Pro⏱ 1 - 3 Days
Step 6: **MCA**
**MCA**: RoC scrutiny (15–30 days) — issues license INC-16.
7
I-Pro⏱ 1 - 3 Days
Step 7: **I-Pro**
**I-Pro**: File SPICe+ Part B with license number, e-MoA, e-AoA.
8
I-Pro⏱ 1 - 3 Days
Step 8: **MCA**
**MCA**: Issues COI with "Section 8 Company" suffix.
9
I-Pro⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Apply for 12A/12AB (tax exemption) and 80G (donor tax deduction) with Income Tax Department — Form 10A/10AB.
10
Regulator⏱ 1 - 3 Days
Step 10: **I-Pro**
**I-Pro**: Apply for NGO Darpan (Niti Aayog) and FCRA (if foreign contribution anticipated) — Ministry of Home Affairs.

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
- Section 8(6): Violation of conditions — RoC may Penalty: - Section 8(6): Violation of conditions — RoC may revoke license after opportunity of being heard; revocation converts the Section 8 company to a regular company. - Section 8(7): Upon revocation — tax exemption availed in last 3 years is forfeited and payable with interest (Section 115TD of Income-tax Act — accumulation tax). - Section 450: ₹100 per day for default. - Section 447: false statement — fine ₹1 lakh–₹5 lakh.	`Section 8 license — typically 15–30 days; no statu`	- Section 8(6): Violation of conditions — RoC may revoke license after opportunity of being heard; revocation converts the Section 8 company to a regular company. - Section 8(7): Upon revocation — tax exemption availed in last 3 years is forfeited and payable with interest (Section 115TD of Income-tax Act — accumulation tax). - Section 450: ₹100 per day for default. - Section 447: false statement — fine ₹1 lakh–₹5 lakh.

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
- Section 8(6): Violation of conditions — RoC may	Section 8 license — typically 15–30 days; no statu	- Section 8(6): Violation of conditions — RoC may revoke license after opportunity of being heard; revocation converts the Section 8 company to a regular company. - Section 8(7): Upon revocation — tax exemption availed in last 3 years is forfeited and payable with interest (Section 115TD of Income-tax Act — accumulation tax). - Section 450: ₹100 per day for default. - Section 447: false statement — fine ₹1 lakh–₹5 lakh.

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Mismatched applicant legal name or identity details across KYC proofs
Why: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.
Fix: Our specialists pre-validate your documents against official government databases before portal filing.
2
Submitting outdated utility bills or non-notarized commercial leases
Why: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.
Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
3
Selecting incorrect classification, turnover slab, or statutory activity code
Why: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.
Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.

Frequently asked questions

Everything you need to know about this service.

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