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How to Register as NGO – Section 8 Company in India

Updated on:  

08 min read

NGO (Non-Government Organisation) is an organization that works for non-profit/ charitable purposes. In this article, we will explain how to register as NGO in the form of Section 8 Company, under the Companies Act, 2013.

Laws in India applicable to an NGO

NGOs can be registered in India under any of the following laws: 

  • Trust under Indian Trusts Act, 1882
  • Society under Societies Registration Act, 1860
  • Section 8 Company under Companies Act, 2013

Purpose of NGO – Section 8 Company

The main purpose of establishing a  company as a Section 8 company is to promote non-profit objectives such as trade, commerce, arts, charity, education, religion, environment protection, social welfare, sports, research, etc. The profits/incomes of the company if any, are applied towards promoting the objectives of the company and are not distributed as dividends to its shareholders. 

A minimum of two directors is required if the Section 8 company is to be incorporated as a private limited company, and a minimum of three directors in case of incorporation as a public limited company. The maximum number of members is 200 in case of a private limited company, whereas for a public limited company, there is no such limit. Also, there is no requirement of minimum paid-up capital in case of a Section 8 company.

Pre-Requisites to the Registration Process

 Obtain DSC  (Digital Signature Certificate) 

Digital signatures of the proposed directors of the company are required as the forms for registration process are filed online and should be digitally signed. Digital signature certificates (DSC) are issued by government recognized certifying agencies. The list of such certified agencies can be accessed here. The cost of obtaining a DSC varies depending upon the certifying agency. You must obtain a Class 3 category  DSC. 

Apply for Director Identification Number (DIN)

You have to apply for a  DIN for the proposed directors of the company. The application for allotment of DIN has to be made in Form DIR-3 or along with the SPICe+ form for registration. You have to attach the scanned copy of the necessary documents such as a self-attested copy of PAN, Identity and Address proof of directors along with the form and submit it online on the MCA Portal. The form must be attested by a practicing professional who can be a chartered accountant, a company secretary, or a cost accountant.

Forms Required for Registration

Name of the formPurpose of the Form
SPICE+ Application for Incorporation of Company
INC 12Application for License
INC 13Memorandum of Association
INC 14Declaration from a practicing Chartered Accountant
INC 15Declaration from each person making the application
INC 16License to incorporate as Section 8 company
INC 22Situation of Registered Office
DIR 2Consent of Directors
DIR 3Application to ROC to get DIN
DIR 12Appointment of Directors

Purpose of the Forms

Form INC-12 

Form INC-12 is filed for the grant of the license to operate as a Section 8 company. Along with this form, applicants are required to attach a draft copy of the Memorandum of Association (MOA) and Articles of Association (AOA). There is a prescribed format for Memorandum of Association of a Section 8 company in Form INC 13. The subscription pages of the MOA and AOA shall be signed by each subscriber along with their name, address, description, and occupation, in the presence of at least one witness. 

Form INC 12 is to be submitted along with the following attachments : 

  • INC-13 – Memorandum of Association
  • Draft Articles of Association
  • INC-15 for the declaration by each subscriber to MOA that the draft memorandum and articles of association have been drawn up in conformity with the provisions of Section 8
  • Estimated statement of Income & Expenditure for the next three years
  • List of proposed Promoters and Directors of the Company

The following forms are required to be filed after the issuance of the license to the company 

Form SPICe+  

The SPICe+ formis the application for the incorporation of the company. The company can be reserved in the first part of the SPICe+ plus form. However, only one name can be declared for approval in this form. Thus, it is recommended that applicants access the free name search facility of existing companies available on the MCA portal before choosing the name. The system will provide a list of closely resembling names of the existing companies based on the search criteria. This will help you avoid choosing a name similar to that of an existing company. 

The following documents must be attached along with SPICe+ Form: 

  • Memorandum and articles of the company duly signed by all the subscribers
  • Declaration from each of the subscribers and first directors that they are not guilty of any offense or misfeasance
  •  Declaration in Form INC 14 and Form INC 15 from a Charatered Accountant and each person making the application resepctively
  • Address of correspondence till the registered office is official
  • Address and Identity proofs of all the subscribers to MOA and first directors of the company

Form INC 22 

Form INC 22 is filed for providing notice of the address of the company’s registered office. It needs to be filed within 30 days of the incorporation of the company. 

Form DIR 12 

Form DIR 12 is filed for the appointment of the directors of the company. It must be filed within 30 days from the date of the appointment of the directors.

Procedure for incorporation of a Section 8 company

Step 1 –  Obtain a DSC of the proposed Directors of the Section 8 Company. Once a DSC is received, file Form DIR-3 with the ROC for getting a DIN. The Proof of Identity and Address Proof needs to be attached for obtaining DSC. 

Step 2 – Once the DIR-3 is approved, the ROC will allot a DIN to the proposed directors. 

Step 3 –  File Form INC-12 with the ROC to apply for a licence for the Section 8 company along with attachment of the required documents as mentioned above. 

Step 4 – Once the Form is approved, a license under section 8 will be issued in Form INC-16. 

Step 5 – After obtaining the license, file SPICe+ Form with the ROC for incorporation along with the required  attachments as mentioned above. 

If the ROC is satisfied with the forms submitted, he issues a Certificate of Incorporation along with a unique Company Identification Number (CIN).  

Disclaimer: The materials provided herein are solely for information purposes. No attorney-client relationship is created when you access or use the site or the materials. The information presented on this site does not constitute legal or professional advice and should not be relied upon for such purposes or used as a substitute for legal advice from an attorney licensed in your state.

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