INTRODUCTION
There are different ways in which one can share good fortune with others in an organized and enduring manner and receive legal protection as well as tax benefits. The most of common structures for providing social benefit i.e. Non-Profit Organization in India are Trust, Society and Section 8 Companies. Any organization donating its funds to welfare is not considered as profit organization. This includes schools, colleges, religious organizations, hospitals etc.
Today let us discuss in a detailed manner the process of incorporating one of the NPO i.e. Section 8 Company (Limited By Shares).
Section 8 companies governed by the Companies Act 2013, registered as a Non-Profit Organization (NPO) these companies can only be formed with the motive of promoting arts, commerce, education, charity, protection of environment, sports, science, research, social welfare, religion and intends to use its profits (if any) or other income for promoting these objectives. These Companies are not formed for profit, meaning the profit cannot be distributed amongst the members as dividend, theses profits can only be utilized against the upliftment of the same object.
These Companies can be incorporated as a Private Limited/ Public Limited, limited by share capital or guarantee. In this article we are going to represent this company as a private company limited by share.
PRE-REQUISITE
- of Shareholders – Minimum 2 (Individuals / Companies / LLP’s) Not exceed 200.
- of Directors – Minimum 2 and Maximum 15.
- Authorized Capital – No Minimum Requirements.
- Paid Up Capital – No Minimum Requirements.
- Obtaining Digital Signature Certificate (DSC) of each director (if not already had).
DOCUMENTS REQUIRE:
| BASIC DOCUMENTS | PAN CARD, in case of Foreign Director PAN undertaking |
| PROOF OF IDENTITY | Voter’s Card /Passport / Driving License, in case of Foreign Director Passport (apostle and notarized) along with the Business VISA, if any, and if not then. |
| PROOF OF RESIDENCE | Bank Statement/ Electricity/ Telephone/ Mobile Bill (Not Older Than 2 Months) in case of Foreign Director bank statement / electricity / telephone / mobile bill not older than 2 months, if staying in India for certain period then residential proof of India is also required. |
| PROOF OF REGISTERED OFFCIE ADDRESS | Rent Agreement/ Lease Agreement (On Rs. 10 Stamp Paper) if Registered Office Is Taken On Rent/Lease, Along With The NOC From The Original Owner, Proof Of Evidence Of Any Utility Service Like Telephone, Gas, Electricity (Not Older Than 2 Months). |
| OTHERS | Passport Size Photo Copy, Signature On Plain Paper, E-Mail Id & Phone No of each Director as well as of Company to be incorporated. |
| NOTE: Identity Proof Should Be Self Attested |
STEPS FOR INCORPORATION:
- Application for Name Availability: The first and for most step is to apply/check the availability of desired name, the best part in case of Section 8 Company name is that it don’t required any limited/ Private limited prefix at its end.
- For the application of name login to MCA Portal (below is the link) https://www.mca.gov.in/mcafoportal/ login.do
- Go to MCA Services under the head Company services the third option SPICE+
- Click on New Application
- Fill the details along with the desired name. These Companies can include the words like: Foundation, Forum, Association, Federation, Chambers, Confederation, council etc.
An individual can also reserve the name with maximum 2 names and then can wait for approval along with the fees of Rs. 1000/-.
- Application for Digital Signature Certificate (DSC): Once the name process is done then DSC preparation of each director has to be done.
- Filing of Web Form SPICE+: Once the name is approved it will be valid for 20days, within which all the procedure has to be completed and uploaded.
In SPICE+ Part B, the details of directors, Capital Amount, Registered Office Address, TAN and PAN of the Company etc. are to be given.
For PAN AO Code Search https://tin.tin.ns=dl.com/pan/servlet/AOSearch
For TAN AO Code Search https://tin.tin.nsdl.com/tan/servlet/TanAOSearch
After filling all the details in SPICE+ Part B, some attachments required to be attached which are as follows:
- Address Proof of Directors/ Subscribers
- Identity Proof of the same
- Memorandum of Association (in Form INC-13 Format) duly signed by members and witnesses.
- Article of Association, duly signed by members and witnesses
- Registered Office Proof
- INC-14, INC-15, DIR-2, Projected Income and Expenditure for at least 3 years (as Miscellaneous Attachments).
- In the same way File Agile Pro wherein details of the Company has to be given along with the Photo of the directors.
- INC-9 Shall be auto generated as per the details mentioned in SPICE+ PART B
- Certificate of Incorporation: After filing all the details as described earlier, login into the MCA Portal, under the tab MCA Services, e-filing upload all the files as an attachment with the sequence as follows:
- SPICE+ PART B
- AGILE PRO
- INC-9
After successful upload, wait for some time and then if everything lies under correct manner CRC shall approve the same and the approval mail along with the Certificate of Incorporation and Central Government License shall be sent to the Companies Mail id, Professional mail id (who certified the same) and to the mail id of authorized director of the company.
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Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a piece of professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
Author Bio
For the Registration of a C9mpany under Sec.8 of the Companies Act, 2013, the objects should be approved by the Registrar of Companies by way of a Licence Under Sec.8(1) of the Act, for which a separate application should be filed, prior to filing incorporation This is missing in the actions to be taken.
As per Companies (Incorporation) Sixth Amendment Rules, 2019 dated 7th June 2019 the requirement for filing separate application in INC-12 has been knocked off which was initially needed.