Section 8 Company and NGO Registration 2026: Process, 12A, 80G and Compliance

Company Registration | RegisCorp Team

Checked on 23 October 2026. If you want to run a school, a scholarship fund, a health camp, an environmental project or any other charity with a proper legal body, one of the options is a Section 8 company. It looks like a private limited company but it is not allowed to pay profits to its members. It exists to spend its income on its stated charitable objects. This post explains what a Section 8 company is, how it is formed, what the tax registrations known as 12A and 80G mean, what you have to file every year, and what it costs. It also covers two changes in 2026 that matter to anyone starting now: the Income-tax Act, 2025 came into force on 1 April 2026 and has renumbered the sections and renamed the forms, and the Corporate Laws (Amendment) Bill, 2026 is pending before a parliamentary committee. Where the sources we read disagree, we say so and list the conflicts at the end.

RegisCorp Consultancy LLP is a digital-first legal and compliance firm in Kota, Rajasthan, working with businesses across India. We write these guides so you can check the rules before you pay anyone, including us.

Key takeaways

• A Section 8 company is a non-profit company. It is formed for charitable and similar objects such as education, art, science, sports, social welfare and environmental protection. It can be a private company or a public company.
• It cannot pay dividends. Its income and profit must be applied only to its objects. The Articles of Association must say so.
• Minimum people. A private Section 8 company needs at least 2 directors and 2 members. A public one needs at least 3 directors and 7 members, according to one 2026 guide. At least one director must be resident in India for 182 days or more in the previous year.
• No minimum capital. The sources we read say no minimum paid-up capital is required.
• Registration happens through SPICe+ on the MCA portal. One 2026 guide says the licence request is now combined with SPICe+ so a separate Form INC-12 is not needed. Another guide describes declarations in forms INC-14 and INC-15. The sources do not agree on the detail, so follow the form the portal shows.
• 12A and 80G are separate, and they are what make the NGO tax-exempt and donations deductible. A 12A registration exempts the organisation's income. An 80G approval lets donors claim a deduction.
• New NGOs get provisional registration for three years. Regular registration is reported to last 5 years, or 10 years if total income was Rs 5 crore or less in each of the two preceding years, after the Finance Act, 2025. 80G is reported as 5 years.
• The Income-tax Act, 2025 changed the numbers. One source gives section 332 for 12A and section 354 for 80G, and says the forms were renamed (for example Form 104 and Form 105). We could not confirm this from an official source.
• Annual filings are heavier than for a trust. A Section 8 company files accounts (AOC-4) and an annual return (MGT-7 or MGT-7A) with the Registrar, holds board meetings and an AGM, has an auditor, files an income tax return, and maintains its tax registrations.
• Estimated cost is Rs 14,000 to Rs 25,000 at the start, according to one commercial guide, with first-year compliance of Rs 5,000 to Rs 10,000 on top. These are marketing estimates and the same page contradicts itself on the government fee.

The key numbers and facts in one place

Every entry comes from commercial guides. We did not read the Companies Act, the Income-tax Act, 2025, or any MCA or CBDT notification.

What a Section 8 company is, in plain language

Think of it as a company whose owners agreed in advance that they will not take profit out. It can earn money, charge fees, run a school, sell products from a women's cooperative, take grants and accept donations. But any surplus must be spent on the objects set out in its charter, and members cannot receive dividends. If it is wound up, what is left has to go to another similar organisation, not to the members. This is our understanding of the general scheme of the law, and we did not verify the exact winding-up provision.

You can form one for charitable objects such as the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment or similar. The sources we read list education, art, science, sports, social welfare and environmental protection.

Why people choose it

• It is a company. It has a legal personality, can own property and sign contracts in its own name, and banks and funders understand it.
• Limited liability. The members' liability is limited, for a company limited by shares or by guarantee.
• Transparency. Its accounts are audited and filed with the Registrar, and anyone can look at them. Funders like that.
• Name rules. A Section 8 company can be exempt from adding "Private Limited" or "Limited" to its name, according to Sansa Legal.
• Access to CSR and grants. Corporate funders look for registered, audited organisations with 12A and 80G. The sources we read do not discuss CSR eligibility in detail, so check the funder's own conditions.

Why people avoid it

• More paperwork than a trust or a society. Annual filings with the Registrar, board meetings, an AGM, an auditor and company-law penalties for default.
• Changes need approval. Changing the objects clause needs prior Central Government approval, according to Sansa Legal. Converting to another type of company or winding up needs the National Company Law Tribunal's permission.
• Remuneration limits. Directors can receive reasonable sitting fees, but salaries to directors are reported to need specific approval from the Central Government. We did not verify the rule, so ask a professional before paying any director.
• Cost. More expensive to set up and run than a basic trust deed.

Section 8 company, trust or society: a short comparison

This table is our general understanding. It is not from the sources we read for this post and it should be checked.

The right choice depends on the state, the activities, the funders and the number of people involved. Many small village-level groups do well with a trust or a society. A group that expects to raise institutional funding, hire staff and report to boards often prefers a company.

For the other business forms, see our comparison of private limited company, LLP, OPC and partnership. It covers for-profit structures. This post covers the non-profit option.

How a Section 8 company is formed, step by step

The steps below come from the 2026 guides we read. They differ in detail, so treat them as a map and not a checklist.

Step 1: Prepare the objects and the people

Before you open the portal, write down what the company will do, who will be directors and members, and where the registered office will be. The objects clause must be charitable and the Articles must prohibit dividends. Collect identity and address proofs for every director, and a proof of the registered office (a utility bill and a rent agreement or no-objection letter from the owner).

Step 2: Get digital signatures and director identification numbers

Each proposed director needs a digital signature certificate and a director identification number (DIN). One guide gives a cost of Rs 2,500 per DSC and says the DIN is free when applied for through SPICe+. Prices of DSC vary by provider, so shop around.

Step 3: Reserve the name

Reserve a name using SPICe+ Part A or the Reserve Unique Name (RUN) service. A 2026 guide says RUN approval typically takes one to two working days, and a government fee of Rs 1,000 applies per application. The name should reflect the non-profit nature and must not be identical or deceptively similar to an existing company name or trademark. If you plan to use a trademark in the name, see our guide on trademark registration.

Step 4: Draft the MoA and AoA

The Memorandum of Association states the charitable objects and the no-profit-distribution clause. The Articles of Association prohibit dividends and set out how the company is run. Sansa Legal says the MoA is in Form INC-13. The drafting is where an experienced professional matters most. Weak objects clauses cause trouble later with the tax authorities.

Step 5: File SPICe+

SPICe+ is the integrated incorporation form. Part B covers the company, directors, registered office and subscribers. Attachments include the MoA, AoA, declarations, proof of the registered office, identity and address proofs and, according to Sansa Legal, a three-year estimated income and expenditure statement. PAN and TAN are generated with the incorporation.

Step 6: Licence and certificate

One guide says the Section 8 licence is requested within SPICe+ and granted together with the Certificate of Incorporation, so a separate INC-12 is not needed for new incorporations. Another guide describes ROC review with declarations INC-14 (a practising professional's declaration) and INC-15 (a declaration by subscribers and first directors). These two descriptions do not conflict if you read them as one process, but we cannot confirm the exact form names. Follow what the portal shows when you file.

No source we read gave an overall timeline from filing to certificate. A banner on one commercial site promised seven days, which is promotional. Allow weeks and expect queries from the Registrar, particularly on the objects and the three-year projections.

Step 7: After incorporation

• Bank account. Open a current account in the name of the company.
• Auditor. Appoint the first auditor and file ADT-1 within 30 days, according to Sansa Legal.
• Commencement. The company must file a declaration (INC-20A) before it begins business. One source says within 30 days. Our general understanding is that the law allows a longer window, so file as soon as you can and ask your adviser for the date.
• Registers and first board meeting. Hold the first board meeting, adopt the registers, note director disclosures and set up the books.
• 12A and 80G. Apply to the income tax authorities as soon as the company is formed. See the next section.
• Other registrations. Depending on activities: GST if you supply taxable services above the threshold (see our GST registration guide), Udyam if you run a business-like activity (see Udyam and the 45-day payment rule), shops and establishment, PF and ESI if you hire staff (see our post on the new labour codes and the PF ceiling), and the Foreign Contribution (Regulation) Act registration if you plan to receive foreign donations.

12A and 80G: what they do and how they work now

These two registrations are with the income tax department and not with the Registrar of Companies. Forming a Section 8 company does not make you tax-exempt by itself. You have to apply.

12A: exemption for the organisation

A 12A registration (section 12A of the old Act) means the organisation's income, applied to its charitable purposes, is exempt from income tax, subject to conditions. One 2026 guide says that under the Income-tax Act, 2025 the equivalent is section 332. We could not confirm this.

80G: deduction for donors

An 80G approval means that a person or company who donates to you can claim a deduction from their own taxable income, subject to limits. One guide says the equivalent under the new Act is section 354. We did not find the deduction percentages in the sources we read, so we do not give them. They depend on the type of donee and the donor. Ask a professional or check the Act before telling donors what they can claim.

A 12A registration is needed before applying for 80G, according to ARIA's guide on renewals. The two are normally applied for together.

Provisional and regular registration

A new organisation gets provisional registration, reported to be valid for three years. Before it ends, you apply for regular registration. Another guide says to apply at least six months before the registration expires. It also notes that a provisional registration must be converted through the renewal application. None of the guides we read gave a clean rule on when to apply if you have started activities, so ask your adviser for the exact windows.

How long registration lasts

Two sources disagree about 80G. NGO Experts says 80G approval is 5 years regardless of size. The ARIA article says the 80G position is unclear and a clarification is awaited. The ClearTax guide says trusts must still renew 80G every five years. We take 5 years as the safe working assumption, and recommend confirming it.

New names for forms

Under the old law the forms were Form 10A (registration), Form 10AB (renewal), Form 10BD (donation statement) and Form 10BE (donor certificate). NGO Experts' guide, updated on 13 October 2026, says these have been renamed under the Income-tax Act, 2025 as Form 104, Form 105, Form 113 and Form 114, and that one Form 105 filing can cover both 12A and 80G renewal. The page says registrations valid on 31 March 2026 remain in force until their stated expiry. We could not confirm the new form numbers from an official source, so use the names the e-filing portal displays.

What happens if registration lapses

The ARIA article says a lapse means loss of exemption, donations in the lapse period do not qualify for 80G deductions, corporate CSR funding can be lost, and a special tax on accumulated assets can apply. It also notes that the commissioner may condone a delay for reasonable cause. Treat the date as a hard deadline and calendar the renewal six months ahead.

Documents usually needed

NGO Experts lists: the existing certificate and acknowledgement, PAN, the governing documents (for a company, the MoA and AoA, with amendments), audited financial statements and annual reports, records of activities and beneficiaries, previous donation statements, a resolution of the board, and a digital signature of an authorised signatory. Keep these tidy from day one. Funders ask for them too.

Timing and fees

NGO Experts gives a processing time of three to six months and no government fee, with no official source. The earlier law required the authority to pass an order within three months of a complete application, according to ClearTax. Commercial fees quoted for assistance in the Registerkaro guide are Rs 5,000 to Rs 10,000. Budget time as well as money: if you want to receive grants in the first year, apply in the first month.

A worked example: setting up a scholarship NGO in Kota

Neha and three friends, all former students, want to give scholarships to students from poor families. They plan to raise Rs 20 lakh a year from alumni and a few companies.

Facts they set:

• Private Section 8 company with 4 directors and 4 members.
• Objects: education and scholarships.
• Registered office: Neha's family property, with a no-objection letter and a utility bill.
• Name: "Kota Scholars Foundation", reserved through SPICe+ Part A.

Their cost sheet, using the ranges from a commercial guide (they are estimates):

The guide's own headline range is Rs 14,000 to Rs 25,000. When we add its component lines for four directors (name, four DSCs, filing fee, PAN and TAN, professional fee, notary), we get roughly Rs 12,800 to Rs 21,300, and about Rs 17,800 to Rs 31,300 once the 12A and 80G help is added. So the headline probably leaves 12A and 80G out, and the DSC price per director drives the total. Ask for a written quote, with every government fee listed separately, before paying anyone.

Their timeline (illustrative, because no source gave one):

What they should do differently from most first-time founders:

1. Write the objects clause with the tax authorities in mind, not just the Registrar. A clause that mixes charity with business-like activities invites queries.
2. Keep a separate project record for each scholarship: who received what, when and why.
3. Do not accept donations on the promise of an 80G receipt until the approval is in place.
4. Do not pay any director a salary without taking advice.

The annual calendar for a Section 8 company with a 31 March year-end

This calendar is built from three 2026 guides. They disagree in places, so the notes show where.

For a company with an AGM on 30 September 2026, the AOC-4 would be due on Friday 30 October 2026, the same day as the LLP Form 8 deadline discussed in our LLP guide. If you manage several entities, put both on one calendar. For the for-profit equivalent of this calendar, read our post on ROC compliance for a private limited company.

Consequences of defaults

The Kanakkupillai guide describes: fines starting at Rs 10,000 and growing with daily penalties, disqualification of directors if financial statements or annual returns are not filed for three consecutive years, possible cancellation of the Section 8 licence after which the company may be taxed like an ordinary company, loss of tax exemption, loss of grants and CSR funding, and prosecution in serious cases. We could not verify each of these from the Act, but the direction is clear: a Section 8 company that stops filing risks the thing that makes it valuable.

A second worked example: when a donor asks for an 80G receipt

Rajesh runs a small hardware shop in Kota and wants to donate Rs 1,00,000 to a Section 8 company that supports a school library. Questions he should ask, and the NGO should be ready to answer:

1. Does the NGO have a valid 80G approval on the date of the donation? The approval number and validity dates should be shown on its documents.
2. Is the donation in a form that qualifies? A cash donation above a limit in the old law did not qualify. We did not verify the limit in the 2025 Act, so ask the NGO's accountant to confirm.
3. Will the NGO report the donation to the tax department and give a certificate? Under the old law the donee filed a statement (Form 10BD) and gave a certificate (Form 10BE). NGO Experts says the new Act's names are Form 113 and Form 114.
4. What is the deduction? It depends on the type of approval and on Rajesh's own tax position. We did not find the percentages in the sources we read.

If the NGO cannot answer, Rajesh should not expect a tax benefit. A good NGO treats this as a basic service to its donors.

When a Section 8 company is the wrong choice

• You want to earn profit and share it. Choose a private limited company or an LLP. See our comparison.
• You will have two or three volunteers and a small grant. A trust or society may be cheaper and simpler.
• You want to run a business and call it social enterprise. There is no legal "social enterprise" form in the sources we read. A for-profit company with a clear purpose can be more honest and easier to run.
• You expect to change the objects often. Changes need government approval.
• You cannot commit to annual filings. A Section 8 company that stops filing risks disqualification and cancellation.

The pending law change: Corporate Laws (Amendment) Bill, 2026

Sansa Legal's July 2026 article mentions the Corporate Laws (Amendment) Bill, 2026, introduced in the Lok Sabha on 23 March 2026 and referred to a Joint Parliamentary Committee. The article says the Bill could affect Section 8 entities but does not say how. We did not find the Bill's text or its current status. Until it passes, today's rules apply. If you are incorporating now, ask your professional whether any pending change affects your objects, name or compliance calendar.

Mistakes that cost money

• Assuming incorporation makes you tax-exempt. It does not. You still need 12A, and 80G for donor deductions.
• Promising 80G receipts before the approval arrives. Donors who relied on that promise will come back to you.
• A loose objects clause. Mixing charity with commercial activity invites queries from the Registrar and the tax department.
• Paying directors without advice. The reports we read say salaries need specific approval, and only reasonable sitting fees are straightforward.
• Missing the renewal date. Lapse means loss of exemption and of donor deductions for that period, and possibly a special tax on accumulated assets.
• Treating the AGM as optional. A company has to hold it, file AOC-4 and MGT-7, and keep minutes.
• Mixing personal and organisational money. Open a bank account in the company's name on day one.
• Forgetting FCRA. Accepting foreign money without the registration is a serious problem. It is a separate law, outside this post.
• Not keeping the books in the format the tax department expects. The ARIA guide refers to detailed books of account. Ask your auditor which records you must keep.
• Treating an NGO as a business of convenience. If it is a way to earn income for the founders, the structure will not hold.

Frequently asked questions

What is a Section 8 company?

A non-profit company formed under section 8 of the Companies Act, 2013 for charitable objects such as education, art, science, sports, social welfare or environmental protection. It cannot pay dividends.

How many directors does a Section 8 company need?

A private Section 8 company needs at least 2 directors and 2 members, and a public one at least 3 directors and 7 members, according to Sansa Legal's July 2026 guide. At least one director must be resident in India for 182 days or more in the previous year.

Is there a minimum capital?

The sources we read say no minimum paid-up capital is required.

How long does registration take?

No source gave a reliable overall timeline. Name approval is reported to take one to two working days. Expect several weeks, and more if the Registrar raises queries.

How much does it cost?

One commercial guide gives Rs 14,000 to Rs 25,000, with Rs 5,000 to Rs 10,000 more for 12A and 80G help and Rs 5,000 to Rs 10,000 for first-year compliance. The same guide contradicts itself on the government fee. Ask for a written quote.

Is 12A mandatory?

It is not mandatory to form the company. It is needed for the organisation's income to be exempt from income tax. Without it the NGO may be taxed.

What is 80G?

An approval that lets donors claim a deduction for gifts to the NGO. It needs 12A first.

How long are 12A and 80G valid?

Provisional registration is reported at three years. Regular 12A is reported at five years, or ten years for organisations with income of Rs 5 crore or less in each of the two preceding years. 80G is reported at five years, with some doubt in one source.

When do I renew?

At least six months before the registration expires, according to NGO Experts and the ARIA article.

Have the forms changed?

NGO Experts says the Income-tax Act, 2025 renamed the forms (Form 104, 105, 113, 114). We could not confirm this from an official source. Use the portal's form names.

Can a Section 8 company earn income?

Yes, it can charge fees and sell goods or services. But the surplus must be applied to its objects, and dividends are prohibited.

Can directors be paid?

Reasonable sitting fees can be paid. A salary is reported to need specific government approval. Take advice before paying anyone who is a director.

Does a Section 8 company need an audit?

Yes, a company has to have its accounts audited every year by a chartered accountant. There may also be an income tax audit depending on receipts and on the tax rules.

Can a Section 8 company receive foreign donations?

Only with FCRA registration, which is a separate process with the Ministry of Home Affairs. This post does not cover it.

Is it better than a trust or a society?

It depends on size, state, funders and the people involved. A company has the most paperwork, and often the most credibility with institutional funders. A trust or society is simpler and cheaper.

Can a Section 8 company become a normal company later?

Conversion needs the permission of the National Company Law Tribunal, according to Sansa Legal.

What happens if the company stops filing?

Fines, disqualification of directors after three years of defaults, possible cancellation of the licence and loss of tax exemption, according to Kanakkupillai. Verify against the Act for your facts.

What to do next

1. Write one paragraph describing what the NGO will do, for whom, and how it will be funded.
2. Decide whether a company is the right form, or whether a trust or society is enough.
3. List the directors and members, and collect identity and address documents.
4. Get a written quote from a professional, with every government fee shown separately.
5. Draft the objects clause with tax registration in mind.
6. File SPICe+ and wait for the licence and Certificate of Incorporation.
7. Apply for 12A and 80G in the first month after incorporation.
8. Put the AGM, AOC-4, MGT-7 and registration renewal dates in a shared calendar.

If you want help choosing a structure, forming a Section 8 company, applying for 12A and 80G, or keeping the annual filings on time, contact RegisCorp.

This post is general information, not legal or tax advice. Rules change, so check your facts with a qualified professional before you act.

Sources and what we could not verify

Sources used

• Sansa Legal, how to register a Section 8 company in India: eligibility, directors and members, process, restrictions, annual filings and the 2026 Bill. Published 24 July 2026.
• Registerkaro, Section 8 company registration fees: fee estimates and process outline. Updated 14 October 2026.
• Kanakkupillai, annual compliances for a Section 8 company: compliance table and consequences of default. Modified 7 July 2026.
• NGO Experts, renewal of 12A and 80G registration: validity, form renaming and documents. Updated 13 October 2026.
• ARIA CFO Services via IDR, how nonprofits can stay tax compliant: 12A and 80G renewal, lapse consequences and uncertainties. Published 20 August 2025, modified 15 January 2026.
• ClearTax, revalidation of 80G and 12A: forms, validity and timelines under the old numbering. The page is undated.
• TaxGuru, mandatory compliance list for a Section 8 company: board meeting and exemption notes. Published 14 March 2021, so used only as a cross-check.

All are secondary or commercial sources. We did not open the Companies Act, 2013, the Income-tax Act, 2025, the MCA portal or any notification.

What we could not verify

• The text of section 8 of the Companies Act and the rules on licences, exemptions and revocation.
• Whether a separate INC-12 licence application is still needed, and the exact names of the declarations (INC-14 and INC-15 or others).
• The government fees, since the Registerkaro guide gives both a nil figure up to Rs 15 lakh capital and a range of Rs 500 to Rs 8,000.
• The date by which INC-20A must be filed. One source says 30 days. We believe the law gives longer but did not confirm.
• The board meeting frequency (every 120 days or twice a year).
• The renamed income tax forms (104, 105, 113, 114) and section numbers (332 and 354), which come from a single commercial source.
• Whether 80G validity is 5 years in all cases.
• The 80G deduction percentages and the cash donation limit under the 2025 Act.
• The ITR-7 due date for the current year, and the audit requirement for 12A organisations.
• The rule on salaries to directors of Section 8 companies.
• The provision for the distribution of assets on winding up.
• The content and status of the Corporate Laws (Amendment) Bill, 2026.
• Any development after 20 October 2026.