Does a section 8 company file Form AOC-4?
A section 8 company files Form AOC-4. The form is due within 30 days of the annual general meeting. Using the surplus for the objects, and paying no dividend, does not take the company out of section 137.
Which form is filed?
The financial statements go in Form AOC-4. A section 8 company that must consolidate also files AOC-4 CFS, on the same rule as any other company. It is not an NBFC form unless the company is an NBFC. The statements may be presented as an income and expenditure account where that presentation fits a company without a profit motive. The e-form is still AOC-4.
The annual return is Form MGT-7, within 60 days of the annual general meeting. MGT-7A is for a small company and a one person company. A section 8 company is excluded from the definition of a small company even when its capital and turnover are inside those rupee limits, so it does not use MGT-7A. The year’s list is on the section 8 annual page.
When do the days run?
The 30 days run from the annual general meeting, not from a fixed date in October. How that count works, including a meeting that does not adopt the accounts, is on the AOC-4 page. A section 8 company holds an annual general meeting. It is not a one person company, so it does not use the 180-day count that applies where there is no annual general meeting.
What meeting comes first?
The accounts are adopted at the annual general meeting, and the board approves them before that meeting. A section 8 company may hold at least one board meeting in every six calendar months. Its board quorum is not the ordinary one-third. The exemption sets the quorum at eight directors or one-fourth of the total strength, whichever is less, provided the quorum is not fewer than two directors. Notice of a board meeting is on the board-meetings page.
What if the form is late?
The filing carries the government fee, and a delay draws an additional fee. Section 137(3) adds a penalty. The figures are the ones stated on the AOC-4 page. Section 446B halves that penalty for a small company and a one person company. A section 8 company is neither of those, so the half does not apply. The Central Government can also revoke the section 8 licence where the conditions of the licence are contravened. That revocation is separate from the late-filing penalty.
Frequently asked questions
Four questions cover the charitable object, MGT-7A, the board quorum, and the half penalty.
Does a charitable object remove AOC-4?
No. Applying the surplus to the objects, and not paying a dividend, does not remove the filing of financial statements under section 137.
Does a section 8 company file MGT-7A?
No. MGT-7A is the annual return of a small company and a one person company. A section 8 company is excluded from the small-company definition, so it files MGT-7.
Is the board quorum one-third?
Not for a section 8 company. The exemption sets the quorum at eight directors or one-fourth of the total strength, whichever is less, and not fewer than two directors.
Does the small-company half penalty apply?
No. Section 446B halves the section 137(3) penalty for a small company and a one person company. A section 8 company is neither, so the full penalty applies.
Sources
Filing of financial statements is section 137. The annual return is section 92. A section 8 company is not a small company.