Procedure for Incorporation of Section 8 Company for charitable purposes.

Section 8 Procedure for Incorporation of Section 8 Company for charitable purposes.

Step 1

Obtain Director Identification Number (DIN) and Digital Signature

A company needs to have a minimum of two Directors and to make the application for ascertaining availability of name; Director Identification Numbers of at least 2 Directors are required. If the proposed Directors do not have DIN, then apply their DIN and obtain Digital Signatures.

Step 2

Name Availability for Proposed Company

An application for the reservation of a name has to be filed with Registrar of Companies in Form INC.1 along with the prescribed fee of Rs. 1000/-. After approval of form INC.1, the same shall be reserved for a period of 60 days. See Rule 8 of Companies (Incorporation) Rules, 2014 before making an application to ensure that the name being applied is not undesirable.

Step 3

Drafting of Memorandum of Association (MOA) and Article of Association (AOA)

Draft Memorandum and Articles of Association of the proposed company. The formats of MOA and AOA are given in Schedule I to the Companies Act 2013. The MOA and AOA have to be signed by the subscribers indicating the number of shares to be subscribed by each of them against their names in the MOA. The Articles of Association also mentions the names of the First Directors of the Company.

The Memorandum of Association (MOA) of the Company should be in form INC 13.

Step 4

Application for License under Section 8 of the Companies Act 2013.

An Application for License under Section 8 shall be filed in form INC 12 with following attachments-

Ø  Draft Memorandum of Association (MOA) in form INC 13;

Ø  Draft Articles of Association (AOA) ;

Ø  Declaration in Form INC. 14 by an Advocate/Chartered Accountant/Cost Accountant/Company Secretary in practice, that the draft memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made there under and all the requirements under section 8 have been complied with;

Ø  A declaration in Form INC. 15 by each of the persons making the application;

Ø  Brief profile of all the promoters.

Ø  Grounds of Application.

Ø  An estimate of the future annual income and expenditure of the company for next three years, specifying the sources of the income and the objects of the expenditure.

Step 5

Give notice in newspapers

Publish a notice within a week from the date of making the application to the Registrar of Companies in 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, and circulating in that district, and at least once in English language in an English newspaper circulating in that district; and on the websites of the Company.

Step 6

Approval of other authorities

The Registrar of Companies may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central or State Government.

Step 7

To decide on granting of license under section 8

The Registrar will wait for 30 days for objections, if any, of any person pursuant to notice published in newspapers. The Registrar may also consult necessary authorities.
Thereafter, the Registrar of Companies at its discretion may grant the license with such conditions as deemed necessary by the Registrar.

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.

Step 8

Registration of Company

The following forms and documents have to be filed with Registrar of Companies for registration.

1. An application for registration of the Company is to be filed with the Registrar of Companies in form INC 7 (for tutorial of form click here). The following documents will be attached with the forms.

a.    Memorandum of Association (MOA) and Articles of Association (AOA) duly signed by all the subscribers.

b.    Identity and address proof of all subscribers along with particulars of name, father’s name, Nationality, Date of Birth, Place of Birth, Educational Qualification, Occupation, PAN, Address, email, phone no. and Fax.

c.    A declaration in form INC 8 by an advocate, Chartered Accountant, Cost accountant or Company Secretary in practice who is engaged in incorporation and a person named in as Director,Manager or Secretary that all requirements related to incorporation has been complied with.

d.    An affidavit will be filed with Registrar of Companies in Form INC.9 from each subscriber and from each person named as first director in the Articles of Association.

e.    The specimen signature and latest photograph duly verified by the banker or notary shall be in the prescribed Form INC. 10.

f.     Copy of the License obtained under Section 8 of the Companies Act 2013.

2.    Form DIR 12 (for tutorial of form click here) will be filed for intimating the particulars of each person mentioned in the Articles of Association as first Director of the company and his/her interest in other firms or bodies corporate along with his/her consent to act as Director of the company in form DIR 2.

3. Intimation of situation of Registered office of the Company is to be filed in form INC 22 (for tutorial of form click here) with Registrar of Companies. Form INC 22 can be filed within a period of 30 days of its incorporation and if it is not filed at the time of registration then an address for correspondence is to be given to the Registrar of Companies till its registered office is established. Proof of address in the name of the Company is to be filed along with form INC 22 and in case the registered office is not in the name of the Company, an NOC will also be obtained from the owner of the Registered office and will be attached with the form.

Step 9

Certificate of Incorporation

After the above forms are approved, a certificate of incorporation is issued by the Registrar of Companies in form INC 11 in electronic form and is mailed to the company at its registered email id.

​

Thanks & Regards

​​

RAVI GARG (CS)     

91-7838204665, 

Facebook Group  Linkedin

Google Group    Blog