How non-profit companies registered under Section 8 of the Companies Act, 2013 qualify for CSR funding, the registration process, annual compliance, and how they compare to trusts and societies.
Section 8 of the Companies Act, 2013 governs companies that are formed for the purpose of promoting commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment, or any other such object. These companies are the corporate-law equivalent of a non-profit: they operate with the governance and statutory recognition of a company, but their profits cannot be distributed to members.
A Section 8 company is registered with the Registrar of Companies (RoC) under the Companies Act, 2013, and must obtain a license from the Central Government. The license is issued upon a declaration in Form INC-12, which confirms that the company meets the conditions of Section 8. Because the company is formed for non-profit objects, the word "Limited" (or "Private Limited") is omitted from its registered name.
Registration of a Section 8 company follows the standard company incorporation process under the Companies Act, 2013, with the additional requirement of obtaining a Section 8 license. The key forms in the process are:
Once the license is granted and the company is incorporated, the Section 8 company can begin operations. However, receiving CSR funds and tax benefits requires additional registrations described below.
Indian non-profits can be structured as a Section 8 company, a trust, or a society. Each form is governed by a different statute and has different compliance obligations. The table below summarises the key differences.
| Feature | Section 8 Company | Trust | Society |
|---|---|---|---|
| Governing law | Companies Act, 2013 | Trust Act (state-level) | Societies Registration Act, 1860 |
| Regulator | Registrar of Companies (RoC) | Sub-Registrar / Charity Commissioner | Registrar of Societies (state) |
| Minimum members | 2 (private) / 7 (public) | 2 trustees | 7 members |
| Audit requirement | Mandatory every year, regardless of income | Income-threshold based (varies by state) | Income-threshold based (varies by state) |
| Annual filings | AOC-4, MGT-7 with RoC | Varies by state; often minimal | Annual return with Registrar of Societies |
| Board meetings | Minimum 4 per year | As per trust deed | As per society bylaws |
| Corporate recognition | High — statutory company structure | Moderate | Moderate |
Section 8 companies are eligible to receive CSR funds from companies covered under Section 135 of the Companies Act, 2013. However, eligibility is not automatic upon incorporation. A Section 8 company must register separately with the Registrar of Companies using Form CSR-1 to be empanelled as a CSR implementation partner.
The CSR-1 registration is a distinct filing from the Section 8 license. It is filed after the company is already incorporated and has obtained its Corporate Identification Number (CIN). Once CSR-1 is approved, the Section 8 company is issued a CSR Registration Number, which companies can cite when directing CSR funds to it. For a detailed walkthrough of the CSR-1 process, see our CSR-1 Registration Guide.
Section 8 incorporation provides company-level recognition under the Companies Act, but it does not automatically grant income-tax exemption. To access tax benefits, a Section 8 company must register separately with the Income Tax Department:
Both registrations are filed with the Income Tax Department and are independent of the Section 8 license and the CSR-1 registration. For the full process, see our 80G & 12A Registration Guide.
Because a Section 8 company is a company under the Companies Act, 2013, it is subject to the annual compliance obligations that apply to companies generally. The key filings and obligations are:
The Central Government has the power under Section 462 of the Companies Act, 2013 to modify or exempt provisions of the Act as they apply to Section 8 companies. A notification dated June 5, 2015 exempted Section 8 companies from several Companies Act provisions that would otherwise apply, recognising their non-profit character. These exemptions cover matters such as the use of certain words in the name, the requirement to hold an AGM in a particular manner, and provisions relating to the issue of prospectus, among others.
Section 8 companies should review the notified exemptions carefully, as they reduce the compliance burden in specific areas while leaving core obligations (audit, AOC-4, MGT-7, board meetings) intact.
A Section 8 company is often the preferred structure when an organisation needs strong corporate governance, plans to work extensively with corporate CSR partners, or intends to scale operations nationally. The statutory recognition of a company, combined with the mandatory audit and ROC filings, gives corporate donors and government agencies a higher degree of confidence in the organisation's governance.
A trust may be simpler and faster to set up, and is commonly used for family-run or single-donor charitable initiatives. A society is typically chosen for membership-based organisations such as clubs, associations, or community groups. Section 8 companies are distinct from both trusts (governed by the Trust Act) and societies (governed by the Societies Registration Act, 1860), and the choice depends on the organisation's objects, funding model, and governance preferences.
If your primary funding strategy is CSR under Section 135, a Section 8 company with CSR-1 registration and 80G approval is often the most credible structure to present to corporate CSR committees.
Yes. A Section 8 company is eligible to receive CSR funds from companies covered under Section 135 of the Companies Act, 2013, provided it registers separately with the Registrar of Companies using Form CSR-1. The CSR-1 registration is distinct from the Section 8 incorporation license and must be filed after the company is already registered.
A Section 8 company is registered under the Companies Act, 2013 with the Registrar of Companies, while a trust is registered under the Trust Act with the relevant state authority. Section 8 companies have stricter annual compliance (mandatory audit, four board meetings, ROC filings) but are often preferred by corporate CSR committees for their statutory recognition and governance structure.
Yes. Unlike trusts and societies where audit is often income-threshold based, a Section 8 company must be audited every year regardless of its income level. This is a requirement under the Companies Act, 2013.
Registration involves filing a declaration in Form INC-12 to obtain a license from the Central Government, a declaration by each subscriber in Form INC-13, a declaration in Form INC-14 by a professional (CA/CS/CMA), and Form INC-15 (declaration of compliance). The license is issued under Section 8 of the Companies Act, 2013.
Yes. While Section 8 incorporation provides company-level recognition, tax benefits require separate registration with the Income Tax Department. Form 12A grants income-tax exemption to the organization, and 80G registration allows donors to claim tax deductions on their contributions.
There is no minimum capital requirement for a Section 8 company under the Companies Act, 2013. The company can be incorporated with any amount of authorised and paid-up capital.
A minimum of 2 directors is required if the Section 8 company is incorporated as a private limited company. If incorporated as a public limited company (without the word Private in its name), a minimum of 3 directors is required.
Yes. A Section 8 company can be converted to a regular company if its objects change and it no longer meets the conditions of Section 8. The conversion process and any conditions attached to the original license must be complied with under the Companies Act, 2013.
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