Section 8 Company means: Companies with Charitable Objects  etc,

Section 8 of the Companies Act, 2013

Where the CG has satisfied that a person or an association of person proposed to be registered under the Act as a limited Company.

The Objects of the company is –

  • the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object;
  • intends to apply its profits, if any, or other income in promoting its objects; and
  • intends to prohibit the payment of any dividend to its members,

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The Central Government may, by licence issued in such manner as may be prescribed

PART-A

License under section 8 for new companies with charitable object etc

As per Rule 19 of the Companies (Incorporation) Rules

Application to Registrar for license under section 8

If a person or association of persons wants to incorporating a company with limited liability under section 8 without the addition of its name of the word Limited or as the case may be the words  Private Limited, shall make an application in Form no- INC-12 along with the fees as prescribed under the rules, the registrar for a License under Section 8.

Memorandum of Association of New Company

The MoA of such proposed Company shall be in Form INC-23

Attachments to the Application

While filling form INC-12 i.e the application shall be accompanied by the following documents-

  • Draft MOA and AOA i.e Form INC-23
  • A declaration in form INC-14by an advocate, CA, CMA, PCS, that the draft MOA & AOA have been drawn up in conformity with the provision of Section 8 and Rules made there under.
  • An estimate of the future annual income and expenditure of the Company for next 3 years, specifying the sources of the income and objects of the expenditure;
  • A declaration by each of the persons making application in Form INC-15.

PART-B

License for the existing Company

A limited company registered under this Act or in any previous Company Law, with such objects as mentioned in section 8 of the Companies Act, 2013.

Such existing Companies desirous to be registered under Section 8 of the Companies Act, 2013, without the addition of name of the Word Limited or as the case may be the words Private Limited,

Application to be made with the registrar

As per rule 20 of the Companies (Incorporation) 2014 an application in Form INC-12 shall be made to the Registrar for a license under section 8.

Attachments to the Application

While filling form INC-12 i.e the application shall be accompanied by the following documents-

  • Draft MOA and AOA i.e Form INC-23
  • A declaration in form INC-14 by an advocate, CA, CMA, PCS, that the draft MOA & AOA have been drawn up in conformity with the provision of Section 8 and Rules made there under.
  • For each of two financial year immediately preceding the date of application, or when the company has functioned only for one financial year, for such financial year-

√ Financial Statements

√ Board report

√ Audit report

  • A declaration by each of the persons making application in Form INC-15.

Advertisement in Newspaper

The company shall, within a week from the date of making the application to the Registrar, publish a notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar and the said notice shall be in Form No. INC.26 and shall be published-

(a) at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district; and

(b) on the websites as may be notified by the Central Government.

Approval of Govt & Regulators

The Registrar may require the applicant to furnish the approval or concurrence of

√ any appropriate authority,

√ regulatory body,

√ Department or Ministry of the Central Government or the State Government(s).

Consideration of any objections received from Govt.

The Registrar shall, after considering the objections, if any, received by it within thirty days from the date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry of the Central Government or the State Government(s), as it may, in its discretion, decide whether the license should or should not be granted.

Terms of license

The license shall be in Form No.INC.16. or Form No.INC.17, as the case may be, and the Registrar shall have power to include in the license such other conditions as may be deemed necessary by him.

The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one and partly in the other, such conditions of the license as may be specified by the Registrar in this behalf.

Firm also can be a Member of section 8 Company

As per section 8(3) of the companies Act, 2013 a firm may be member of the company registered under this chapter.

Alteration of Memorandum of Association

As per section 8(4) of the Companies Act-

A company registered under this section shall not alter the provisions of its memorandum or articles except with the previous approval of the Central Government.

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