INCORPORATION
OF SECTION 8 COMPANY
(WITH CHARITABLE OBJECTS)
Introduction:-
According to section 8(1) of Companies
Act, 2013,
Where it is proved to the satisfaction of
the Central Government that a person or an association of persons proposed to
be registered under this Act as a limited company
(a) has in its objects the promotion of
commerce, art, science, sports, education, research, social welfare, religion,
charity, protection of environment or any such other object;
(b) intends to apply its profits, if any,
or other income in promoting its objects; and
(c) intends to prohibit the payment of
any dividend to its members,
the Central Government may, by license
issued in such manner as may be prescribed, and on such conditions as it deems
fit, allow that person or association of persons to be registered as a limited
company under this section without the addition to its name of the word
“Limited”, or as the case may be, the words “Private Limited”, and thereupon
the Registrar shall, on application, in the prescribed form, register such
person or association of persons as a company under this section.
Essentials
for Incorporation of Section 8 Company: -
Name
of the proposed Company: -
o
The Central government can
give license to such companies although it does not contain “Private Limited”
or “Limited” in its name.
o
The name of the proposed
Company shall end with word “Foundation”.
o
The proposed name should be
as per rule 8 of The Companies (Incorporation) Rules, 2014, which can also be seen
through the following link:- http://www.mca.gov.in/Ministry/pdf/AmendmentRules_08052019.pdf
o
The proposed name should not
be identical or resembling to any existing company.
o
The proposed name should not
be identical to an existing trademark.
Business of the proposed company:-
o
The business to be conducted
by the proposed company shall be determined.
o
The proposed business can
only for the purpose mentioned in section 8(1) of the Act.
o
The code of business activity
of proposed company shall be determined.
o The
code can be determined from Page 25 to 27 of http://www.mca.gov.in/Ministry/pdf/SPICe+_help.pdf
Registered office of the proposed company:-
o
The registered office of such
company must be determined,
o
The registrar of companies is
decided based on such registered office.
o
In case the office is on
lease or rent, then lease/ rent agreement shall be required.
Memorandum of Association:-
o
There should be a draft MOA
of the proposed company in form INC-13
which should be attached with the form SPICe+.
o
Such MOA shall include the
following:-
·
Name of the proposed company
·
State in which registered
office is proposed to be situated
·
Charitable objects of the
company
·
Objects of the company
extends to whole of India
·
Manner of alteration of MOA
·
Liability of members
·
The initial Capital of the
company.
·
Maintenance of certain books
and records
·
Manner of winding up of the
company
·
Amalgamation of company with
a company having similar objective
·
Details of subscribers of MOA
with their signature.
Articles
of Association:-
o
There should be a draft AOA
of the proposed company as per applicable table of Schedule I of the Act, which
should be attached with the form SPICe+.
o Such
AOA shall include the following:-
·
Regulations for management of
the company
·
Rights and liabilities of
directors
·
Limitations and restrictions
of directors
·
Rights and liabilities of
members
·
Manner of conducting business
·
Any other point as may be
applicable
Directors
and Promoters:-
o The
first directors and promoters of the proposed shall be decided.
o There
should be minimum 2 directors and 2 members if you proposed to registered as
private limited or 3 directors and 7 members if you proposed to registered as
limited.
o Such
person(s) shall not be restricted by law for becoming director or promoter or
member.
o Details
of such person(s) should be available along with required documents which are
described below in details.
o DIN
and DSC of such person(s), if available.
Procedure
of Incorporation of Company with Charitable Objective by SPICe+:-
Step
1:- Fill Part A of web form SPICe+
2.
Select MCA services and
choose SPICe+
3.
Choose New Application. In
case the name is already approved through Part A, Choose Existing Application.
4.
Choose Type of Company –
Section 8 Company
5.
Choose Class of Company –
Private/ Public
6.
Choose Category of Company –
Company limited by shares/ Company limited by guarantee
7. Choose Sub-category of
Company – State government company/ Union government company/ Non-government company/
Subsidiary of a foreign company/ Guarantee and association company
Note: -
Guarantee and association company can only be choose if the applicant had
selected Company limited by guarantee.
8. Enter the code of Main
division of industrial activity of the Company as per Annexure B of help
provided for filling SPICe+.
9.
Description shall be
auto-filled based on the Industrial activity code selected.
10. Proposed
name of the company. There are two option to mention proposed names based on
priority.
11. Attach
the relevant document supporting the proposed name.
Note: - There
is only one attachment allowed. In case of multiple attachments, it should be
attached as single attachment.
Note:
- The size of attachment should be maximum 6MB.
In case the full form SPICe+ is being submitted for name reservation as well as
incorporation then the size of the form should not be more than 6MB.
12. Auto
check, Save and Submit.
13. After
selecting Submit a pop up will appear. The applicants have to choose if he
wants to apply for name reservation only or should be continued for
incorporation. In case the application is to be made for name reservation only
then the applicant has to submit the Part A and pay fees of Rs. 1000.
14. After
completion of Part A, Part B will be enabled.
Step
2:- Preparation of Documents:-
After the approval of name is received,
the documents should be prepared which are required to be attached with Part-B
of SPICe+ and AGILE-PRO, which are mentioned below and Apply for DSCs of person
who does not have DSC.
Step
3:- Fill Part B of web form SPICe+
1. Select whether the articles
are altered from Articles as per standard Articles prescribed in table of
Schedule-I.
2. Enter capital structure of
the proposed company including Authorised capital, type of share capital,
Number of shares, nominal value of shares, total amount of share capital to be
issued initially etc. (which can be changed from time to time as per
requirement).
3. If there is no share capital,
then the number of members of the proposed company shall be specified.
Note: - Proposed
employees should not be included in number of members.
4.
Enter the correspondence
address of the proposed company. In case there is no registered office, the
applicant shall mention valid Email ID for receiving correspondence from the
registrar.
5.
Select whether the
correspondence address is address of registered office of the company.
6.
When there is no registered
office at the time of incorporation, then a registered office shall be
established within 15 days of approval of application of incorporation. Such
address shall be intimated to registrar within 30 days of incorporation in form
INC-22.
7.
Select the name of ROC based
on the correspondence address.
8.
Enter the number of promoters
as well as first directors (Individual + Non-individuals).
Note: - Except
Non-individual directors, the directors should be specified in two categories,
(i) Directors having DIN (ii) Directors not having DIN.
9.
There shall be minimum 2
directors and 2 members if you proposed to registered as private limited or 3
directors and 7 members if you proposed to registered as limited. Whereas it
should be equal to total number of members excluding employees in case there is
no share capital.
10. Enter
the number of Non-individual first promoters. Based on this blocks for
Particulars of non-individual first promoter(s) not having DIN would be
generated.
11. Enter
the number of promoters who are proposed to be a director. Based on the
difference of total number of promoters and the number of non-individual promoters
plus number of promoter cum directors, the blocks for Particulars of individual
first promoter(s) (other than promoter cum director) having DIN & not
having DIN shall be generated.
12. Enter
total number of proposed directors. There should be minimum 2 directors in
private limited or 3 directors in public limited. In case of directors not
having DIN, the details must be entered properly as DIN will be issued based on
such details. There should be maximum 3 directors who are not having DIN. Based
on the difference of total number of directors and the number of individual
first promoter(s) cum director(s), the blocks of Particulars of directors
(other than first promoters) having DIN & not having DIN shall be
generated.
13. Enter
particulars of first Non-individual promoters:-
i.
Select Category – Company/
Foreign Company/ Company incorporated outside India/ Body Corporate/ Others.
ii.
Enter CIN/ FCRN/ Any other
registration number. Details would be pre-filled based on such number.
iii.
Enter details of person
authorised for acting on behalf.
iv.
Enter PAN of such person
authorised which should also be verified.
v.
Enter the amount and number
of shares subscribed.
14. Enter
particulars of first individual first promoters (other than promoters cum
directors) Having DIN:-
i.
Enter DIN and click pre-fill.
The Name, Gender, DOB and Nationality will be pre-filled based on MCA records.
ii.
Enter number and amount of
shares subscribed.
15. Enter
particulars of first individual first promoters (other than promoters cum
directors) Not having DIN:-
i.
Enter Personal, Educational
and Occupational details.
ii.
Select personal
identification number – PAN or Passport number (Passport In case of other than
Indian nationality). PAN shall be verified.
iii.
Enter Designation – Director/
Managing director/ Whole time director/ Nominee Director.
iv.
Enter Category – Promoter/
Professional/ Independent/ Nominee.
v.
Enter Email ID of proposed
director
vi.
Enter Address of proposed
director
vii.
Select proof of Identity to
be attached – Voter ID/ Passport/ Driving License (any one).
viii.
Select proof of Residence to
be attached – Bank statement/ Electricity Bill/ Telephone Bill/ Mobile Bill
(any one).
ix.
Enter number and amount of
shares subscribed.
16. Enter
particulars of first individual first promoters cum directors having DIN:-
i.
Enter DIN and click pre-fill.
The Name, Gender, DOB and Nationality will be pre-filled based on MCA records.
ii.
Enter Designation – Director/
Managing director/ Whole time director/ Nominee Director.
iii.
Enter Category – Promoter/
Professional/ Independent/ Nominee.
iv.
Enter Email ID of proposed
director
v.
Enter number and amount of
shares subscribed.
vi.
Enter number of entities in
which such person is having interest and shareholding in such entities. In
case, CIN/ FCRN/ LLPIN is available, there is no requirement to enter details
of such entities.
17. Enter
particulars of first individual promoters cum directors not having DIN (DIN
would be issued based on such details): -
i.
Enter Personal, Educational
and Occupational details.
ii.
Select personal
identification number – PAN or Passport number (Passport In case of other than
Indian nationality). PAN shall be verified.
iii.
Enter Designation – Director/
Managing director/ Whole time director/ Nominee Director.
iv.
Enter Category – Promoter/
Professional/ Independent/ Nominee.
v.
Enter Email ID of proposed
director
vi.
Enter Address of proposed
director
vii.
Select proof of Identity to
be attached – Voter ID/ Passport/ Driving License (any one).
viii.
Select proof of Residence to
be attached – Bank statement/ Electricity Bill/ Telephone Bill/ Mobile Bill
(any one).
ix.
Enter number and amount of
shares subscribed.
x.
Enter details of entities in
which director has interest and position and shareholding of such director in
that entity.
18. Enter
details of directors (other than first promoters) having DIN:-
i.
Enter DIN and click pre-fill.
The Name, Gender, DOB and Nationality will be pre-filled based on MCA records.
ii.
Enter Designation – Director/
Managing director/ Whole time director/ Nominee Director.
iii.
Enter Category – Promoter/
Professional/ Independent/ Nominee.
iv.
Enter Email ID of proposed
director
v.
Enter number of entities in
which such person is having interest and shareholding in such entities. In
case, CIN/ FCRN/ LLPIN is available, there is no requirement to enter details
of such entities.
19. Enter
details of directors (other than first promoters) not having DIN:-
i.
Enter Personal, Educational
and Occupational details.
ii.
Select personal
identification number – PAN or Passport number (In case of other nationality).
PAN shall be verified.
iii.
Enter Designation – Director/
Managing director/ Whole time director/ Nominee Director.
iv.
Enter Category – Promoter/
Professional/ Independent/ Nominee.
v.
Enter Email ID of proposed
director
vi.
Enter Address of proposed
director
vii.
Select proof of Identity to
be attached – Voter ID/ Passport/ Driving License (any one).
viii.
Select proof of Residence to
be attached – Bank statement/ Electricity Bill/ Telephone Bill/ Mobile Bill
(any one).
ix.
Enter number and amount of
shares subscribed.
x.
Enter details of entities in
which director has interest and position and shareholding of such director in
that entity.
20. The
state or union territory for the purpose of stamp duty will be pre-filled on
the basis of address of proposed company.
21. Select
whether stamp duty is to be paid electronically or not. The stamp duty payable
shall be auto generated based on stamp duty applicable as per state rules for
eform, MOA and AOA.
22. Give
details for applying for PAN and TAN. Search Area Code, AO Type, Range Code
& AO No from https://www.tin-nsdl.com/services/pan/pan-aocode.html
and https://www.tin-nsdl.com/services/tan/tan-ao-code.html
23. Enter
source of Income of the proposed company.
24. Enter
business/ Profession code as per table given in below mentioned link: page no
16 & 17: http://www.mca.gov.in/Ministry/pdf/SPICe+_help.pdf
Attachments to form SPICe+:-
1) MOA
in form INC-13, which should be
signed by all subscribers.
2) AOA
as per applicable table of Schedule I, which should be signed by all
subscribers.
3) Declaration
of a professional (CS/CA/CMA/Advocate) in form INC-14, which should be signed by professional.
4) Declaration
of each person making the application in form INC-15.
5) Proof
of Office Address – Utility Bills not older than 2 months.
6) No
Objection Certificate (NOC) if the premise is owned by any other person.
7) If
any promoter is a Company or Company incorporated outside India, then attach
Certificate of Incorporation of such Company and Resolution passed for becoming
promoter.
8) If
any promoter is a Company, then resolution passed to become promoter shall be
attached.
9) Consent
to act as director from all directors in for DIR-2, which should be signed by respective directors.
10) Specimen
signature of all directors for ESIC and EPF.
11) List
of all proposed directors and promoters, signed by all respective persons.
12) Statement
of estimated income and expense for next 3 years, signed by all respective
proposed directors.
13) Statement
of work proposed, signed by all respective proposed directors.
14) Statement
of grounds on which application is made signed by all respective proposed
directors.
15) Proof
of identity and residential address as mentioned above for promoters and
directors not having DIN.
Step
4:- Fill form INC-35 (AGILE-PRO)
This form is filled for application to
obtain GSTIN, EPFO, ESIC, Professional tax (only in case of Maharashtra) and
Opening of Bank account.
1.
Name shall be pre-filled
based on data entered in SPICe+ Part A.
2.
As application for GSTIN is
not compulsory, if the applicant wants to apply, then click on YES.
3.
State and District would be
pre-filled in basis of address entered in Part B.
4.
The Sector / Circle / Ward
/Charge / Unit of state jurisdiction shall be selected which can also be
referred from state website.
5.
The Commissionerate Code,
Division Code and Range Code for center jurisdiction shall be selected after
referring from https://cbic-gst.gov.in/cbec-portal-ui/
6.
Select whether the
establishment is on lease or not. In case establishment is on lease, mention
the time period (Dates) for which it is taken on lease.
7.
Select Nature of possession
of premises. In case of others, specify the nature of possession.
8.
Select Proof of Principal
place of business which would be attached with the form anyone of the
followings:
i.
Property Tax Receipt
ii.
Municipal khata copy
iii.
Electricity Bill of premises
iv.
Rent/ Lease Agreement
v.
Consent Letter
vi.
Rent receipt with NOC, in
case of No/ expired agreement
vii.
Legal Ownership Document.
Note: - The
size of attachments shall be as per prescribed in AGILE-PRO help issued by MCA.
9.
Select whether the
building/premises of Establishment is Hired/ Rented or Owned or Leased.
10. If
the premises is hired or leased and there is change of name of premises or unit,
then it should be mentioned.
11. Select
whether GSTIN is to be opted for Composition. In case it is opted for
Composition, then mention category of the registered person.
12. Select
atleast one nature of business activity. One Primary business shall be selected.
13. Select
nature of work/ business and sub-category of work. The nature of work should be
mentioned exact.
14. Enter
4-digit HSN code of the goods supplied by the business as
provided on CBIC website (www.cbic.gov.in).
Description would be pre-filled after entering HSN code.
15. Enter
4 digit SAC code of the services supplied by the business as
provided on CBIC website (www.cbic.gov.in).
Description would be pre-filled after entering SAC code.
16. Enter
details of director who is an authorised signatory for the purpose of obtain
GSTIN, EPFO, ESIC, Professional tax (only in case of Maharashtra) and Opening
of Bank account.
17. Enter
PAN or DIN of such director. In case DIN is entered, then Name and PAN would be
pre-filled as per MCA records. In case PAN is entered, all details must be
filled.
18. Enter
valid Indian Mobile number and Email Id of such director. An OTP would be sent
on both. Enter both OTP and verify.
·
Attach Photo of such director
in JPG format and maximum size should be 100kb.
·
Attach proof of appointment
of authorised signatory:-
i.
Letter of Authorization –
100kb
ii.
Copy of Resolution passed by
Board of director and Acceptance letter.
19. Enter
details of one director then above mentioned director who is also mentioned in
Part B.
·
Attach Photo of such director
in JPG format and maximum size should be 100kb.
20. Select
the name of the Bank from drop down menu in which account is to be opened: -
Punjab
National Bank / ICICI Bank / Kotak Mahindra Bank / Bank of Baroda / HDFC / SBI
/ Indian Bank / Union Bank of India / Allahabad Bank / Andhra Bank / Bank of
India / Bank of Maharashtra / Canara Bank/ Central Bank of India / Corporation
Bank / Indian Overseas Bank / Oriental Bank of Commerce / Syndicate Bank / United
Bank of India / Punjab & Sind Bank / UCO Bank / HSBC Bank.
·
Attach Proof of Identity of
Authorized Signatory for opening Bank Account.
·
Attach Proof of Address of
Authorized Signatory for opening Bank Account.
21. Download
the format of Specimen Signature for registration with Employee’s Provident
Fund Organisation from http://www.mca.gov.in/Ministry/pdf/specimensignature_07042019.pdf,
Fill the requisite information as applicable, scan it and attach the same with
the form.
22. GST
declaration shall be enabled only if application is being made for issuance of
GSTIN. Profession Tax declaration shall be enabled only in case the company is
proposed to be situated in the state of Maharashtra. ESIC/EPFO and Bank
declarations shall be enabled in all cases.
Note: - Attach
Specimen Signature of all proposed directors.
Step
5: - Pre-filled INC-9
The declaration of the promoters and
first directors shall be auto-generated in form INC-9 on the basis of details entered in Part-B.
Step
6:- Download the Forms and Affix DSCs
1.
Download the following
forms:-
a) INC-32
(SPICe+)
b) AGILE-PRO
c) INC-9
(Declaration of promoters and first directors)
2.
Attach the documents to the
respective forms.
3.
Affix DSCs of proposed directors
and professional on all required forms.
Note: - DSC to be affixed on Part-B
and AGILE-PRO shall be of same person.
Step
7:- Upload the form and make payment of fees
After affixing the DSCs, Upload the
SPICe+ form after linking form AGILE-PRO
and INC-9 with the form on the MCA
portal and make payment of fees as per prescribed.
The applicant may receive Certificate of
Incorporation in form INC-11, if
there is no query on part of the registrar and the company would receive a
license from central government to conduct business a company with charitable
objective.
Along with the Certificate of
Incorporation, The PAN and TAN would be allotted to the Company. The Details of
Bank Account, ESIC and EPF would be sent to the Company.
Can u please explain incorporation of micro finance company in form of sec.8
ReplyDeleteThanks a lot, sir !
ReplyDeleteNice blog. If anyone wants to start a company the first and important step is requirement of Company registration under company act 1956. For company registration everyone needs to follow the normal procedure of any business like obtaining the Certificate of Incorporation registration, PAN, and other required compliances.
ReplyDeleteKnow more about company register here: Company Registration in Jaipur
Registered Your Companies within 7 days
ReplyDeletePrivate Limited Company Registration in Gurgaon
Thanks for sharing. Reach vakilsearch for post incorporation compliance of section 8 companies
ReplyDeleteThanks for this information and for this post.
ReplyDeletehow to register a section 8 company
section 8 company registration process
An organization integrated for the promotion of art, science, commerce, research, sports, education, charity, religion, protection of the environment, social welfare, or any similar objective refers to as Section 8 Company. In case you are considering about where to start from for Section 8 Company registration , clench on to expert assistance. NGO Experts can help you to ease the complex process of Section 8 company registration. Contact Us: +918929218091
ReplyDeleteSection 8 Company registration in India is administrated by Section 8 of the Companies Act, 2013. The Section 8 Corporation is primarily designed to conduct charitable activities. It is a body corporate registered as a company under the Companies Act, 2013, for the aim of charitable and religious causes, similar to Trusts and Associations. For more information Contact us: 8929218091
ReplyDeleteSection 8 Company registration in India is ruled by Section 8 of the Companies Act, 2013. The Section 8 Corporation is mainly shaped to conduct charitable activities. It is a body corporate registered as a company under the Companies Act, 2013, for the purpose of charitable and spiritual causes, similar to Trusts and Associations. For more information Contact us: 8929218091
ReplyDeleteThis comment has been removed by the author.
ReplyDeleteThank you for Sharing Useful information.The most common type of legal entity is company registration. It is not easy to start a business. Certain businesses can make a significant difference in people's lives
ReplyDeleteCompany Registration in Jaipur
This comment has been removed by the author.
ReplyDelete
ReplyDeleteThank you for the valuable blog. It is very helpful. A nonprofit organization in India can be registered as a trust by executing a trust deed, as a society under the Registrar of Societies, or as a private limited company under Sec 8 Companies under the Companies Act, 2013. In India, a Section 8 Company is the same as a Section 25 Company, one of the most common forms of non-profit organizations. Section 25 of the old Companies Act has been replaced by Section 8 of the new Companies Act.
The following is a list of the companies that have been incorporated under Section 8 of the Corporations Act, with charitable objectives. The purpose of this list is to provide a brief summary of jv agreement companies and their charitable activities.
ReplyDeleteCompanies should implement a process for conducting due diligence including taking the proper steps before, during and after a due diligence review. A good process will ensure that you are thoroughly reviewing a company before doing business with it. Due diligence is not a one size fits all exercise.
ReplyDelete