Documents Required for Section 8 Company Registration

Section 8 Company is a legal entity that promotes commerce, art, science, sports, education, research, social welfare, religion, charity, environmental protection, and the likes of it. Though similar to Trusts or Societies, a Section 8 Company registeration under the Ministry of Corporate Affairs for charitable / not-for-profit purposes and administered through the Offices of the Registrar of Companies (ROC). This isn't the case with Societies and Trusts as they fall under the ambit of the respective State Governments. Moreover, it has a greater regulatory scope when compared with the latter two. In this article, we look at the documents required for Section 8 Company Registration in detail.

Characteristics of Section 8 Company

A Section 8 Company isn’t profit-oriented. Its objects, as already observed, pertains to the promotion of commerce, art, science, education, research, social welfare, religion, charity, environmental protection and the likes of it. Its profits are utilized in pursuance with its objects and not for paying dividends to members. It enjoys a lot of benefits, which includes the non-application of Companies Auditor’s Report Order (CARO), exemption from the provisions of minimum paid-up capital and stamp duty registration, tax deductions to the donor u/s 80G of the Income Tax Act, and the option for partnership firms to be a member in their own capacity.

Documents Required for Directors (Indian Nationals)

The following documents are required for Indian nationals to incorporate a Section 8 company:

PAN Card – PAN Card, as is commonly known, is a unique identification number issued by the Income Tax Department. Directors of Indian nationality are required to submit their PAN during the incorporation process.
Proof of Address – The proof of address to be submitted by a Director must include his/her name as mentioned in the PAN Card. This document could be in the form of a Passport, Election Card/Voter Identity Card, Ration Card, Driving License, Electricity Bill, Telephone Bill and Aadhar Card.
Residential Proof – While an address proof forms a part of most documentary essentials, incorporating a company requires residential proof to validate the address of the Director. Like an address proof, the residential proof must include the name of the Director as mentioned in the PAN Card. This document could be in the form of a bank statement, electricity bill, telephone bill and mobile bill.

Documents Required for Directors (Foreign Nationals)

Foreign nationals are required to produce the following documents for incorporating a company in India:

Passport – As it obvious as it may seem, a passport is the most essential of all documents to be maintained by a foreign national. For the purpose of this provision, a passport must be Notarized or Apostilled in the country it was issued. If the document is in a foreign language, it must be translated into English by an official translator.
Address Proof – As in the above case, a foreign national’s address proof must be notarized or apostilled. The proof so submitted must include the name of the Director as mentioned in the Passport. This document could be in the form of a driving license, residential card, bank statement, and other government-issued documents with the address.

Note – if the passport doesn’t contain the birth of the holder, an additional document indicating the date of birth of the director must be provided, duly certified, attested, notarized or apostilled.

Registered Office Proof

Any of the following documents must be furnished as registered office proof during the course of registration or within thirty days of the company’s incorporation:

Registered document of the title of the premises of registered office in the name of the company.
The notarized copy of the lease/rental agreement in the name of the company, supported with a copy of rent paid receipt not older than one month.

Further to this, the following documents are required:

An authorization from the landlord.
Proof of evidence of any utility service.

Documents for Shareholders

The identity and address proof of all the shareholders must be furnished on behalf of all the shareholders of the company. If such a shareholder is a corporate entity or Association of Persons (AOP), a Certificate of Incorporation of the Body Corporate must be attached along with the resolution passed by the Body corporate to subscribe to the shares of the company under incorporation.

Memorandum and Articles of Association

Memorandum and Articles and Association forms the crux of any incorporation, be it a private/public limited company or Section 8 company. While the former forms the charter of the company and determines the very scope of its activities, the latter regulates the internal management of the company. The MOA for Section 8 companies must be filed in INC 13; no specific format has been laid out for the formulation of AOA. These vital documents must be signed by each subscriber to the memorandum by mentioning their name, address, description and occupation before at least one witness. These witnesses must attest their signatures on these documents and mention their basic details in it.

Application

An application for a license must be made to the Registrar in Form INC 12 by remitting a fee of Rs. 2000. The application must include the following attachments:

Memorandum of Association in Form INC 13.
Articles of Association
Declaration in INC 14, to be done by a CS/CA/CWA in practice. It must state that the draft MOA and AOA has been drawn up in line with the provisions of Section 8 and the affiliated rules, and all the requirements of the Act and the rules made thereunder relates to the registration of the company under Section 9 and matters connected therewith.
An estimate of the income and expenditure of the company for the following three years.
Name approval letter.

SPICE 32 Form

After filing INC 12, the applicant is required to obtain the consent of the Central Government, which is done by filing SPICE 32. A recent notification mandates the filing of eForm AGILE along with the former.