Which documents does a section 8 company file?
A section 8 company files its incorporation, and the Central Government’s licence to omit the word Limited, on SPICe+. The memorandum, the articles, a declaration by a practising professional, and an estimate of future income and expenditure go with that form.
No. The section 8 licence is applied for inside SPICe+ with the incorporation. A separate INC-12, and a separate fee for that form, is the earlier process.
Which form carries the licence?
SPICe+ is the web form. It replaced a separate licence application in INC-12 followed later by an incorporation form. The memorandum is in the form the rules set for a company with charitable objects. The articles set the internal rules. A practising chartered accountant, company secretary, or cost accountant declares that the draft memorandum and articles comply with section 8. The application also carries an estimate of the future annual income and expenditure. How the company is chosen and formed is on the section 8 page.
What do the promoters give?
Each Indian director gives a permanent account number, a photograph, and proof of the present address, and signs with a digital signature. A foreign national gives a passport, and an address proof, notarised or apostilled in the country of issue, with a translation if the passport is not in English. Each subscriber is identified. Where a body corporate subscribes, its certificate of incorporation and the resolution that authorises the subscription are attached. The name uses a word such as Foundation, Association, or Forum. It does not have to contain the words “section 8”.
What proves the registered office?
If the office is given in SPICe+, the proof is filed with it. Otherwise it is filed within 30 days of incorporation. Owned premises are shown by the title document. Premises that are not owned are shown by the lease or rent agreement, a no-objection from the owner, and a utility bill that is not older than two months. The proof is in the company’s name once the company exists. Before incorporation, the promoter’s papers and the owner’s consent are what the form asks for.
What does the licence not allow?
The company applies its profits to its objects. It does not pay a dividend. Changing the memorandum or the articles, or converting into another kind of company, needs the Central Government. Those limits are on the section 8 limits page. The yearly filings, once the company exists, are on the section 8 compliance page.
Frequently asked questions
Four questions cover INC-12, the name, the estimate, and a dividend.
Is the licence still a separate INC-12?
No. The section 8 licence is applied for inside SPICe+ with the incorporation. A separate INC-12, and a separate fee for that form, is the earlier process.
Must the name include the words section 8?
No. The name uses a word the rules allow, such as Foundation, Association, Forum, Federation, Chambers, Confederation, or Council. The licence lets the company omit the word Limited or Private Limited.
Is a three-year estimate required?
Yes. The application includes an estimate of the future annual income and expenditure of the company.
Can the company pay a dividend once it is incorporated?
No. Income is applied to the objects. A dividend to members is outside the licence.
Sources
A section 8 company is section 8 of the Companies Act. Incorporation, including the licence, is filed in SPICe+. The memorandum follows the form the rules prescribe for this company.