A person or an association of persons planning to register a limited liability company for objects specified below can opt to apply for registration of Section 8 Company. The following have to be proved to the satisfaction of the Central Government that according to the Companies Act: (a) “its objects includes promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object; (b) the company after incorporation intends to apply its profits, if any, or other income in promoting such objects only; and (c) the company intends to prohibit the payment of any dividend to its members”.

No. Rule 20(1) of the Companies (Incorporation) Rules, 2014 on Section 8 Companies provides that only a limited company registered under this Act or under any previous company law can file an application to the Registrar for issuing license. Hence, a company having unlimited liabilities cannot be registered under Section 8 Company.

Yes, according to the provisions of Companies Act, 2013, a Partnership firm or an LLP can become the member of Section 8 Company. The provisions of respective Acts need to be complied with by the partnership firm or LLP as the case may be.

Stamp duty on memorandum & articles of Company or on any increase in share capital is governed by Indian Stamp Act, 1899 as adopted by respective state or stamp act of respective state, as the case may be. Also privileged rates for stamp duty on MOA/ AOA of Section 8 Companies or on increase in authorized share capital has been provided by some states. Summary of rate of stamp duty in various states is placed at Annexure – E.

There are some special conditions to be complied under the Foreign Contribution and Regulation Act, 2010 to receive any contributions or donations from overseas/outside India from non-residents under Section 8 Company.

Yes, “Rule 20 of Companies (Incorporation) Rules, 2014 provides for the procedure for conversion of an entity into a Section 8 Company. Sub-rule (3) of rule 20 of Companies (Incorporation) Rules, 2014 provides that any entity which is desirous of being registered as section 8 Company, it, interalia, shall be required to publish a notice in Form No. INC- 26 within a week from the date of making the application to the Registrar in at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the proposed company is to be situated or is situated, and circulating in that district, and at least once in English language in an English newspaper circulating in that district. A copy of the notice, as published, shall be sent forthwith to the Registrar and also to be placed on the websites as may be notified by the Central Government.”