✓ Section 8 company must have charitable objects to get Registration in India
The objective of section 8 of the Companies Act, 2013 is to provide special benefits and privileges to such organisations, which are formed for the following purposes and where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under Companies Act, 2013 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.

Under section 8 of the Companies Act, 2013 in addition to the existing charitable objects, new objects relating to protection of environment have also been included.

✓  Issuance of licence by the Central Government

The Central Government may, [Powers delegated to the Registrar of Companies by Notification No. 1353(E), dated 21st May, 2014] having jurisdiction over the area where the Registered office of the company is proposed to be situated under the Companies (Incorporation) Rules, 2014 by licence issued in such manner as prescribed in the Companies (Incorporation) Rules, 2014, 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 1[Form INC-32 (SPICe)], with the prescribed fee of Rs. 2,000 as per the Companies (Registration Offices and Fees) Rules, 2014 register such person or association of persons as a company under this section.

A section 8 company, which is proposed to be registered with limited liability, may either be a public limited company or a private limited company as may
be decided by the promoters.

✓  Memorandum of Association of charitable company

The memorandum of association of the proposed company shall be in Form INC-32(SPICe) as prescribed under the Companies (Incorporation) Rules, 2014 (w.e.f. 15th August, 2019) or in a form as near thereto as circumstances admit.
However, section 8 provides that company may adopt the normal format for its articles as applicable in case of a public or a private company as the case may be.

Section 8(4)(a) provides that a company that has received a licence under the section, shall not alter the provisions of its Memorandum as regards its objects except, with the previous approval of the Central Government(ROC).The company needs to apply to the RoC for obtaining previous approval for alteration in the MOA/AOA.

✓  Application to the Central Government (ROC) for issuance of licence/Registration

E-Form INC-32 (SPICe) has to be submitted to mca portal with following attachments:

(a) Memorandum of association (in the Form INC-13 to be attached with the Form SPICe-32);

(b) Articles of association in the Form INC-31 (To be attached with the Form SPICe-32);

(c) Declaration as per Form INC-14 by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the memorandum and articles of association have been drawn up in conformity with the provisions of section 8 and rules made thereunder and that all the requirements of the Act and the rules made thereunder relating to registration of the company under section 8 and matters incidental or supplemental thereto have been complied with;

(d) If company is already in existence, then last one/two years accounts, balance sheet and report on the working of the association/company as submitted to the members of association/company;

(e) Assets and liabilities statements with their value as on a date not earlier than thirty days of making the application;

(f) Annual income and expenditure estimates for next three years;

(g) Declaration by each of the applicant(s) as per Form INC-15 (to be attach with the e-Form INC-13);

✓ Granting of License/Registration of Section 8 Company

Where it is proved to the satisfaction of the Central Government(ROC) that a company has been formed with any of the charitable objects as per section 8 of companies act 2013 and with the restrictions and prohibitions as mentioned
respectively in Sections (b) and (c) of that sub-section, it may, by licence, allow the company to be registered under this section 8  and thereupon the Registrar shall, on application in the prescribed form, register the company under this
section and all the provisions of this section shall apply to that company.

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