In India, Section 8 Company is formed with the objective to encourage education, science, sports, arts, social welfare, religion, protection of environment etc. Under Companies Act, 2013, Section 8 Companies are registered as Non-Governmental Organization and is one of the form of companies. Hence, like any other company under Companies Act, 2013, Section 8 Companies are also require to file various compliances as mentioned in the Companies Act.
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Concept of Section 8 Company
A Section 8 Company has the main goal to promote charity, social welfare, protection of environment or any other activities which are related to them. It is a legal form of entity different from Private or Public Limited Companies, and formed as an NGO.
Section 8 Companies are treated as Limited Companies only, but do not use phrase “Limited” in its name. Further, such companies do not provide any dividend or income to its members. The profit earned is only utilized for meeting the objectives of the company.
Section 8 Companies are under obligation to file annual as well as event-based (one-time) compliances with the MCA (Ministry of Corporate Affairs).
Complete List of Annual Compliances for Section 8 Company
Annual Compliances are obligatory and needs to be filed at regular intervals. These compliances are periodical and has to be compulsorily filed by Section 8 Company.
| S.No | Particulars | Section/Rule | Annual Compliance |
| 1 | Appointment of Auditor | Section 139 | An Auditor needs to be appointed for a period of 5 years. The director needs to file Form ADT-1 after 15 days of appointment of Auditor. |
| 2 | Maintenance of Statutory Registers | Section 88 and other sections relevant thereto | Maintain Register of Director, Register of Members, Register of Shareholding of Director, Register of Related Party Transactions. Register of Transfers |
| 3 | Annual Form MGT-7 | Section 92 | File Annual Return within sixty days from the date of Annual General Meeting. |
| 4 | Annual Form MGT-8 | Section 92 | Company having paid-up share capital of Rs. 10 crore or an annual turnover of Rs. 50 crores needs to file this form and get it certified by a Practising Company Secretary |
| 5 | Annual Form AOC-4 | Section 137 | Filing of Balance sheets and Financial statements within 30 days of Annual General Meeting. |
| 6 | Annual Form DPT-3 | Section 73 and Rule 16 | This form includes filing of Return of Deposit and particulars not considered as deposit as on 31st March. File this form every year on or before 30th June |
| 7 | Form BEN-2 | Section 90 | Section 8 Company has to file BEN-2 within thirty days of receipt of BEN-1 from the shareholder. |
| 8 | Notice of AGM | Section 101 and Secretarial Standard II | Directors need to prepare every notice of Annual General Meeting as per Section 101 |
| 9 | Sending of Notice of AGM | Section 101 and Secretarial Standard | Notice of AGM has to be sent to all the Directors, Auditors, Members and Debenture Trustees |
| 10 | Director’s Report | Section 134 | Director’s Report has to be filed in Form AOC-4. |
| 11 | Circulation of Financial Statements and other relevant documents | Section 136 | Send approved financial statement, director’s report and Auditor’s Report to all members at least 14 days prior to the Annual General Meeting. In case of shorter notice of calling AGM, then the above documents needs to be circulated at such shorter duration. |
| 12 | Board Meetings | Section 173 and Secretarial Standard I | A Minimum number of two board meetings needs to be held every year. |
| 13 | Annual Form DIR-3 KYC | Rule 12A | All Director has to file this form on or before 30th September of every financial year |
| 14 | Half Yearly Return MSME-1 | Section 405 | Directors has to file this form in every half year. It deals with outstanding payments to MSME Vendors. Due date is as follows: For period April to September : 30th OctoberFor period October to March : 30th April |
| 15 | Form DIR-8 | Section 164(2) and 143(3)(g) | All director’s needs to disclose any non-disqualification by filing this form |
| 16 | Form MBP-1 | Section 184(1) | Director has to compulsorily disclose his interest in first board meeting of the company in each financial year. In case of any change in interest of director, a fresh MBP-1 needs to be submitted |
One-Time/Event Based Compliances for Section 8 Company
Event Based Compliances, as the name suggests are one time compliances and needs to be filed on the occurrence of the particular event. These are not needed to be filed periodically and are generally non-repetitive. Following is the list of Event Based Compliances for Section 8 Company:
| S.No. | Event Based Compliance |
| 1 | Appointment, Reappointment or Removal of Directors, Auditors and Key Managerial Personnel |
| 2 | Transfer of Shares |
| 3 | Receipt of Share Application Money |
| 4 | Allotment of Shares |
| 5 | Change in the Company’s name |
| 6 | Any alteration in the Memorandum of Association |
| 7 | Registered Office Change |
| 8 | Any relevant changes in Company’s policies |
| 9 | Execution of Agreement with Related Parties |
Due Dates for Section 8 Company Compliances
To avoid penalties and fines, a Section 8 Company must file its Compliances on time. Note down the relevant due dates for filing of compliances of Section 8 Company:
| Compliance | Due Date | Form No |
| Annual General Meeting | 30th September of every financial year | MGT-15 |
| Director’s Report | Within 30 days from Annual General Meeting | AOC-4 |
| Annual Returns | Within 60 days from Annual General Meeting | MGT-7 |
| Income Tax Returns | 30th September of every financial year | ITR-6 |
Benefits of Filing Compliances by Section 8 Companies
- A Section 8 Company can avoid penalties and fines
- A Company which files compliance and disclose details regatding its financial information is considered as genuine and trustful.
- The operations of company seems more transparent revealing the actual situation and financial health of the company
- A Company following the compliances can easily avail financial aid as and when required due to its credibility.
Final Words
To avoid facing any penalties imposed by the government, it is highly recommended that a Section 8 Company must follow all annual and event based compliances. Ministry of Corporate Affairs has provided very strict norms and punishments for companies in case of any non-complaince.
In case you have any doubt or query related to annual compliances of Section 8 Company, you can reach us or can drop a email at admin@legalwindow.in
CA Pulkit Goyal, is a fellow member of the Institute of Chartered Accountants of India (ICAI) having 10 years of experience in the profession of Chartered Accountancy and thorough understanding of the corporate as well as non-corporate entities taxation system. His core area of practice is foreign company taxation which has given him an edge in analytical thinking & executing assignments with a unique perspective. He has worked as a consultant with professionally managed corporates. He has experience of writing in different areas and keep at pace with the latest changes and analyze the different implications of various provisions of the act.
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