Incorporation of Section 8 Company under Companies Act, 2013

Section 8 is a Company incorporated For promoting commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object, provided the profits, if any, or other income is applied for promoting only the objects of the company and

In such Company, No dividend is paid to its members. It is a company registered for charitable purpose.

Section 8 Company is similar to a Trust or Society; exception is that a Section 8 Company is registered under the Central Government’s “Ministry of Corporate Affairs (MCA)”whereas the Trusts and Societies are registered under State Government regulations.

Sec 8 Company be incorporated with suffixes such as Pvt Ltd Company or Limited Company. For the Companies under Section 8 of the said Act, the name shall include the words Foundation, Forum, Association, Federation, Chambers, Confederation, Council, Electoral Trust, and the like etc

PROCEDURE FOR INCORPORATION OF SEC 8 COMPANY:

1. Obtain the DSC of the person who wish to be Directors in Sec 8 Company. Post DSC, file Form DIR-3 with ROC for getting the DIN. Attachments for DIN: Proof of Identity and Address Proof.

2. Once DIR-3 is approved, DIN would be allotted.

3. File Form INC-1 for name of the Company. You can apply for 6 names, out of which one would be allotted, depending on the availability.

4. Once, the Form is approved, file Form INC-12 (Application for grant of license u/s 8) with the ROC.

Attachments to INC-12

• Draft MOA as per Form INC-13
• Draft AOA
• Declaration as per Form INC-14 (Declaration from Practicing Chartered Accountant)
• Declaration as per Form INC-15 (Declaration from each person making application )
• Estimated Income & Expenditure for next 3 years.

Note that MOA and AOA is to be drafted and then filed with the RoC along with other documents in e-Form INC 12 for the issuance of license under section 8 of the Companies Act, 2013. The subscription pages of MOA and AOA company shall be signed by each subscriber to the memorandum who shall mention his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any

5. Once the Form is approved, license u/s 8 will be issued in Form INC-16.

6. After getting the license, File SPICE Form 32 with the ROC for incorporation along with the following attachments

• Affidavit from all the directors cum subscribers INC-9
• Declaration of deposits
• KYC of all the Directors
• Form DIR-2 with its attachments i.e PAN Card and address proof of the directors.
• Consent letter of all the directors.
• Interest in other entities of the directors
• Utility bill as a proof of Office address.
• NOC in case the premises are leased / rented.

Spice 33 & 34 cannot be used for Sec 8 Company. Section 8 companies are mandatorily required to file MOA and AOA as pdf attachments to SPICe (INC-32)

If the Concerned ROC is satisfied with the incorporation forms, a Certificate of Incorporation is issued by the Registrar of Companies along with a unique Company Identification Number (CIN).

Please refer all the relevant sections, rules, amendments and consider all the necessary requirements as applicable. The author is not responsible for any losses caused or incurred.

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