A Section 8 company is a full company in the eyes of the Companies Act, 2013. It does not get a holiday from ROC filings because it is a charity: it holds an AGM, gets its accounts audited, and files financial statements and an annual return with MCA every year. What it does get is a short list of relaxations, mostly around board meetings, and a set of restrictions that ordinary companies do not face.
Below is the year at a glance, then the rules that trip up new boards. If you would rather not track this yourself, the team behind our Section 8 company registration service can also take on the yearly filings.
The yearly ROC calendar
The financial year ends on 31 March. Everything else hangs off the date of the AGM.
| What | Form or step | When |
|---|---|---|
| Statutory audit of the accounts | Auditor’s report | Before the AGM |
| Annual general meeting | Notice, meeting, minutes | Within six months of the year end, so by 30 September (the first AGM may be held within nine months of the first year end) |
| Financial statements | AOC-4 | Within 30 days of the AGM |
| Annual return | MGT-7 | Within 60 days of the AGM |
| Auditor appointment | ADT-1 | Within 15 days of the AGM at which the auditor is appointed (the first auditor is appointed by the board within 30 days of incorporation) |
| Director KYC | DIR-3 KYC | As MCA currently requires for every director holding a DIN |
| Directors’ disclosures | MBP-1, DIR-8 | At the first board meeting of the year and on any change |
A Section 8 company cannot be a “small company” under section 2(85) of the Companies Act, 2013, so it files the full annual return rather than the shorter version available to small companies. Late filing of AOC-4 or MGT-7 attracts additional fees for each day of delay.
Board meetings: the one relaxation that matters most
An ordinary company must hold four board meetings a year with no more than 120 days between two meetings. MCA’s 2015 exemption notification for Section 8 companies changes this: the board needs to meet at least once in every six calendar months. The same notification also relaxes the quorum rule for board meetings.
There is a catch that many small NGOs miss. The 2017 amendment to the notification makes these relaxations available only if the company has not defaulted in filing its financial statements or annual return. Miss an AOC-4 or MGT-7 and you are back to the full rules for ordinary companies until you catch up.
The notification also lifts some governance rules that would otherwise apply to larger public companies, such as the requirements for independent directors and a woman director, and it shortens certain notice periods. Check the notification’s table against your company’s size before relying on any one item.
Restrictions that come with the licence
- No dividends. Section 8 requires the company to apply its profits and income to its objects and prohibits paying dividends to members. Paying members in other ways, outside reasonable payment for services actually rendered, raises the same problem.
- Objects come first. Spending outside the objects in the memorandum puts both the licence and the income tax registration at risk.
- Prior approval for changes. The memorandum or articles of a Section 8 company can be altered only with the prior approval of the Central Government. That covers changes to objects and name, which ordinary companies make with a special resolution and a filing.
- Licence can be revoked. If the company breaks the conditions of its licence or carries on its affairs fraudulently or against public interest, the licence can be revoked, and the company may be wound up or ordered to merge with another Section 8 company. On winding up, surplus assets cannot go to members.
Breach of section 8 itself carries fines for the company and its officers, set out in section 8(11). These are much heavier than ordinary late fees, so treat the restrictions as the first item on every board agenda.
The income tax side
A Section 8 company is not exempt from income tax just because it holds a licence. Exemption depends on registration as a non-profit organisation under the Income-tax Act, 2025 (the registration long known as 12A), and donors’ deductions depend on a separate approval (the old 80G). Once registered, the company must each year:
- apply the required share of its income to its objects in India during the year, or set it aside in the permitted way;
- get its accounts audited for income tax purposes when the law requires it and file the audit report before the return;
- file its income tax return as a registered non-profit;
- file a statement of donations received and issue certificates to donors.
The form numbers changed when the 2025 Act took effect on 1 April 2026, and so did some due dates. Our income tax return filing help can prepare the return alongside the ROC set.
A simple way to stay ahead
- Fix two board meeting dates at the start of each calendar year, one in each half.
- Book the audit for June or July so the AGM can be held well before 30 September.
- File AOC-4 and MGT-7 straight after the AGM, not at the deadline, to keep the board meeting relaxation.
- Before any change to name, objects or articles, plan for Central Government approval first and the income tax effect second.
Complianto (complianto.in), operated by Mentorcorp Private Limited, is a private consultancy and is not affiliated with any government body. We do not issue official documents. We charge a professional fee for application assistance and advisory services. Applicants can apply directly to the government without our fees via the official portals: MCA (mca.gov.in), Income Tax (incometax.gov.in), GST (gst.gov.in), MSME (udyamregistration.gov.in), FSSAI (foscos.fssai.gov.in), Startup India (startupindia.gov.in), and IP India (ipindia.gov.in).
This article is general information, not legal or tax advice.
