Section 8 Company, 12A, 80G and FCRA: The Complete Compliance Map
Four separate approvals from three different authorities, each with its own expiry date. A Section 8 licence does not carry tax exemption, tax exemption does not let donors claim a deduction, and none of them allows a rupee of foreign money. This guide sets out what to file, when, and in what order, updated for the Income-tax Act, 2025 that took effect on 1 April 2026.
Where organisations come unstuck
Four Approvals, Four Expiry Dates
Each one is granted separately, lapses separately, and is renewed separately. Losing one does not always cost you the others, but losing the registration usually costs the 80G approval too.
The Section 8 licence
Granted by the MCA at incorporation. It permits a company to work for a charitable object without paying dividends. It says nothing about tax.
Registration as a non-profit organisation
The old 12A and 12AB registration, now under Section 332 of the Income-tax Act, 2025. Without it the company's surplus is taxed like any other company's.
80G approval
Now Section 354. It benefits the donor rather than the organisation, and it fails silently if the annual statement of donations is not filed.
FCRA registration
From the Home Ministry, and the strictest of the four. Not a rupee of foreign contribution may be received without it, or without prior permission.
What changed on 1 April 2026
The Income-tax Act, 2025 replaced the 1961 Act from that date, and it reorganised the whole of the charitable-institution framework into one chapter. Registered trusts, societies and Section 8 companies are now called registered non-profit organisations.
| What you knew it as | What it is now |
|---|---|
| Registration under Section 12A, 12AA or 12AB | Registration under Section 332 |
| Approval under Section 80G | Approval under Section 354 |
| The 85% application requirement under Sections 11 and 12 | Sections 335 and 336, unchanged in substance |
| Form 10A, for an organisation yet to begin activities | Form 104 |
| Form 10AB, for regular registration, renewal or a change of objects | Form 105 |
| The order granting or refusing registration | Form 107 |
| Form 10BE, the certificate given to a donor | Form 114 |
An organisation holding a valid, uncancelled registration on 1 April 2026 became a registered non-profit organisation automatically. The old certificate stays valid for the period printed on it, even though it quotes a section of a repealed Act. What matters is the expiry date on it, and the renewal that has to be filed six months before.
Form numbering under the new Act is still settling in practice. Confirm the current form on the income-tax portal before you file, and treat the old numbers in this guide as signposts to what the form does.
Incorporating the Section 8 company
Incorporation and the licence now come through a single SPICe+ filing. A separate application in INC-12 is no longer made for a new company; that route is kept for an existing company seeking a licence or converting.
What is distinctive about a Section 8 company
- No minimum capital, and usually no share capital at all. Most are limited by guarantee. A company without share capital does not file INC-20A.
- No dividend, ever. Income and property are applied to the objects. The articles must say so.
- The memorandum is in a prescribed form, not the ordinary electronic memorandum used by other companies.
- Two declarations go with the application. INC-14 from a practising chartered accountant, company secretary or cost accountant that the drafts meet the Section 8 requirements, and INC-15 from each subscriber.
- Board meetings once in every six calendar months. Section 8 companies are exempt from the rule requiring a meeting every 120 days. One annual general meeting a year, not two.
- The objects clause cannot be altered freely. Central Government approval is needed, through the Regional Director.
- The name is regulated. It usually carries a word such as Foundation, Association, Council, Federation or Chambers, and cannot carry Limited or Private Limited.
Registered office proof, the licence in the prescribed form, the certificate of incorporation, and PAN and TAN all come out of the same filing. The step-by-step version, with documents and deadlines, is in the workflow below.
Registration as a non-profit organisation
This is what makes the surplus exempt. Without it a Section 8 company is taxed like any other company, at 25% or 30% or, if it has opted in, at the concessional rate. The licence from the MCA gives no protection here.
| Question | Position |
|---|---|
| Who can apply | A trust, society or Section 8 company with charitable or religious objects, whose income is applied to those objects and not distributed to members |
| Which form | Form 104 where activities have not yet begun. Form 105 where they have, and for conversion, renewal or a change of objects |
| Provisional registration | Three years. It is the normal starting point for a newly incorporated company |
| Converting to regular | Apply within six months of starting activities, or six months before the provisional period ends, whichever is earlier |
| Regular registration | Five years, extended to ten where total income before exemption stayed under ₹5 crore in each of the two preceding years |
| Renewal | At least six months before expiry. The registration and the 80G approval run on their own dates and need watching separately |
| The core condition | At least 85% of income applied to the objects during the year. The balance can be accumulated, but only by exercising the option before the return is due |
Conversion from provisional to regular registration is no longer a paper exercise. The deed, the accounts and the registration certificate are not enough on their own. Expect to produce beneficiary records, programme documentation and evidence that the activities on the ground match the objects in the memorandum. Build that record from the first year, not in the month the application falls due.
80G approval and donor reporting
The approval lets a donor claim a deduction. It does nothing for the organisation's own tax position, which is why it is often treated casually, and why donors are the ones who suffer when it is.
- It is applied for separately, usually alongside the registration, and it carries its own validity period.
- The annual statement of donations is what makes the deduction work. It is filed by 31 May for the year just ended, and it carries each donor's name, address, PAN, amount and mode of receipt.
- Every donor gets a certificate, now Form 114, by the same date. The department matches the statement against the donor's own return.
- A donation the organisation never reports gives the donor no deduction, however valid the approval and however genuine the receipt.
- Cash donations above ₹2,000 carry no deduction. Take anything larger through the bank.
- Corrections are possible through a revised statement, which is worth doing promptly when a PAN is wrong.
FCRA, if foreign money is involved
The Foreign Contribution (Regulation) Act is administered by the Home Ministry and has nothing to do with the income-tax registrations. A fully compliant, 12A-registered, 80G-approved Section 8 company still may not accept a single rupee of foreign contribution without its own FCRA approval.
Registration or prior permission
| Registration, FC-3A | Prior permission, FC-3B | |
|---|---|---|
| Who it suits | An organisation with a track record | A newer organisation, or a one-off project |
| Eligibility | At least three years in existence, and at least ₹15 lakh spent on its core activities over those three years | No three-year requirement |
| Scope | Foreign contribution generally, within the approved objects | One donor, one amount, one project |
| Supporting document | Audited accounts and activity reports for three years | A commitment letter from the foreign donor, naming the amount and purpose |
| Validity | Five years, renewable | The specific project |
Both are filed on the FCRA portal, both need a DARPAN identification number from the NITI Aayog portal, and both need the Aadhaar of every office bearer. Expect the Ministry to take around 90 working days, and expect field verification.
The banking rule that catches people out
Foreign contribution may be received only in a designated account at the State Bank of India, Main Branch, Sansad Marg, New Delhi. No other account may receive it, wherever the organisation actually works. Money can then be moved to a utilisation account at any scheduled bank for day-to-day spending. A foreign donation credited to the ordinary bank account is a violation on the day it lands, not a paperwork slip to be tidied up later.
Running an FCRA-registered organisation
- Keep the books separate. Foreign contribution is accounted for separately from domestic funds, with its own cash book, ledger and utilisation record.
- Administrative expenses stay within 20% of the foreign contribution. Salaries, rent, utilities and travel fall in that bucket. At renewal the Ministry looks at the whole five-year period, not one good year.
- No sub-granting. Foreign contribution cannot be passed on to another organisation, even one that holds its own FCRA registration, without approval.
- Quarterly disclosure. Receipts go on the organisation's own website within 15 days of each quarter end, and the audited FCRA accounts go up annually.
- FC-4 by 31 December, with CA-certified accounts, covering the year to 31 March. A nil return is still due in a year with no receipts, and missing it is one of the commonest reasons registrations are cancelled.
- Changes intimated within 45 days, in the FC-6 series: name or address, objects, registered office, designated bank account, or the key members of the governing body.
- Renew at least six months before expiry, in FC-3C. A late renewal is not accepted. The certificate lapses, receipts must stop, and the organisation has to start again with a fresh application.
- Know your donor. Keep the donor's identity, country and purpose on file. Contributions routed through an Indian intermediary do not stop being foreign contribution.
Consequences run from compounding of the offence, through suspension of the certificate for up to 180 days, to cancellation, freezing of the FCRA account and a bar on fresh registration for three years. Receiving foreign contribution without registration is an offence in itself, with the money liable to be confiscated.
An FCRA amendment bill has been under discussion that would tighten the administrative-expense ceiling and add donor-level reporting. It is a proposal and not law. Plan against the current 20% ceiling, but do not build a structure that only works at exactly 20%.
The integrated calendar
Everything Due, In One Place
Three authorities, one list. Choose what applies to your organisation and the filings that do not concern you drop away.
What applies to your organisation
How often
| When | What has to be done | Form | Authority |
|---|---|---|---|
| 7th of each month | TDS deducted in the previous month deposited | Challan | Income tax |
| 15th of each month | PF and ESI contributions for staff | ECR | EPFO and ESIC |
| 11th and 20th | GSTR-1 and GSTR-3B, where the company is registered for GST | GSTR-1, GSTR-3B | GST portal |
| 31 Jul, 31 Oct, 31 Jan, 31 May | TDS returns for the quarter | Quarterly TDS statement | Income tax |
| Within 15 days of each quarter end | Foreign contribution received in the quarter placed on the organisation's own website | Website disclosure | FCRA, Rule 13 |
| Within 30 days of incorporation | First auditor appointed by the board | Board resolution | Companies Act |
| By 30 September | Annual general meeting, once in the year | AGM | Companies Act |
| Once in every six calendar months | Board meeting. Section 8 companies are exempt from the 120-day rule | Minutes | Companies Act |
| Within 15 days of the AGM | Auditor appointment intimated | ADT-1 | MCA |
| Within 30 days of the AGM | Financial statements and board's report filed | AOC-4 | MCA |
| Within 60 days of the AGM | Annual return filed | MGT-7 | MCA |
| By 30 June | Director KYC, now once in three financial years | DIR-3 KYC | MCA |
| By 30 June | Return of outstanding money that is not a deposit, where applicable | DPT-3 | MCA |
| 30 April and 31 October | Half-yearly return of dues outstanding to MSME suppliers beyond 45 days | MSME-1 | MCA |
| By 31 October | Income-tax return. ITR-7 once registered, ITR-6 if not | ITR-7 | Income tax |
| One month before the return due date | Audit report of the organisation | Prescribed audit report | Income tax |
| By 31 May | Statement of donations received in the year just ended | Statement of donations | Income tax |
| By 31 May | Donation certificate issued to every donor | Form 114 | Income tax |
| Before the return due date | Option to accumulate income, where 85% is not applied in the year | Accumulation form | Income tax |
| By 31 December | Annual return of foreign contribution received and used, with audited accounts. A nil return is still required | FC-4 | MHA |
| With the FC-4 | Audited FCRA accounts placed on the organisation's own website | Website disclosure | FCRA |
| Within 180 days of incorporation | Declaration of commencement, only where the company has share capital | INC-20A | MCA |
| Within 30 days | Change of registered office | INC-22 | MCA |
| Within 30 days | Appointment, resignation or change of a director | DIR-12 | MCA |
| Within 30 days | Special resolutions and specified board resolutions | MGT-14 | MCA |
| Before receiving CSR funds | Registration as an implementing agency for corporate CSR money | CSR-1 | MCA |
| Before the change | Alteration of the objects or of the memorandum needs Central Government approval | INC-12 route | MCA, Regional Director |
| Within six months of starting activities, or six months before the provisional registration expires, whichever is earlier | Provisional registration converted to regular | Form 105 | Income tax |
| At least six months before the current registration expires | Renewal of registration and of the 80G approval | Form 105 | Income tax |
| Within 45 days of the change | Change of name, address, objects, designated bank account or key members | FC-6 series | MHA |
| At least six months before expiry | Renewal of the FCRA certificate. It cannot be filed late | FC-3C | MHA |
Dates assume a financial year ending 31 March and an annual general meeting held by 30 September. GST, TDS, PF and ESI lines apply only where the organisation is registered for them or is deducting.
The practical workflow, step by step
From a name reservation to the FCRA certificate, in the order the filings actually have to happen. Steps one to seven belong to the incorporation year; the rest follow as the organisation builds a record.
Reserve the name
- Portal
- MCA, SPICe+ Part A
- Form
- SPICe+ Part A
- Documents
- Two proposed names, objects in brief, promoter details
- Who
- Company secretary or chartered accountant
- Output
- Name approved and reserved for 20 days
- Deadline
- Before drafting the memorandum
- Watch for
- A Section 8 name usually carries a word such as Foundation, Association, Council or Federation
Draft the constitution
- Portal
- Drafted, then attached to SPICe+
- Form
- INC-13 memorandum, articles
- Documents
- Objects clause, application of income clause, no-dividend clause, subscriber sheets
- Who
- Chartered accountant with the promoters
- Output
- Memorandum in the prescribed form and the articles
- Deadline
- Before filing SPICe+ Part B
- Watch for
- The objects decide everything downstream, including the 12A and 80G applications
Professional and subscriber declarations
- Portal
- Attached to SPICe+
- Form
- INC-14 and INC-15
- Documents
- Declaration by a practising professional and by each subscriber
- Who
- Practising CA, CS or cost accountant; every subscriber
- Output
- Signed declarations on stamp paper where required
- Deadline
- Filed with SPICe+ Part B
- Watch for
- INC-14 is a personal certification. It is not a formality
File for incorporation and the licence
- Portal
- MCA, SPICe+ Part B
- Form
- SPICe+ with AGILE-PRO-S
- Documents
- Identity and address proof of directors and subscribers, registered office proof, utility bill, NOC from the owner
- Who
- Company secretary or chartered accountant
- Output
- Licence under Section 8 and the certificate of incorporation
- Deadline
- After name approval
- Watch for
- The licence now comes through SPICe+. A separate INC-12 is not filed for a new company
Collect PAN, TAN and the statutory identifiers
- Portal
- Issued with incorporation
- Form
- Allotted automatically
- Documents
- Certificate of incorporation
- Who
- Chartered accountant
- Output
- PAN, TAN, and the EPFO and ESIC numbers generated through AGILE-PRO-S
- Deadline
- Issued with the certificate
- Watch for
- Check the PAN status before opening the bank account
Open the bank account and hold the first board meeting
- Portal
- Bank; internal
- Form
- Board resolution
- Documents
- Certificate of incorporation, memorandum and articles, PAN, KYC of directors
- Who
- Directors
- Output
- Operating bank account, first auditor appointed
- Deadline
- First board meeting within 30 days of incorporation
- Watch for
- Appoint the first auditor in this meeting and minute it properly
Declaration of commencement
- Portal
- MCA
- Form
- INC-20A
- Documents
- Bank statement showing subscription money received
- Who
- Chartered accountant
- Output
- Filing acknowledged
- Deadline
- Within 180 days of incorporation
- Watch for
- Only where the company has share capital. A company limited by guarantee without share capital does not file it
Apply for registration as a non-profit organisation
- Portal
- Income-tax portal
- Form
- Form 104, or Form 105 where activities have begun
- Documents
- Incorporation certificate, memorandum and articles, PAN, bank details, activity note, accounts where available
- Who
- Chartered accountant
- Output
- Registration order and the registration number
- Deadline
- Form 104 before the start of the tax year from which exemption is sought
- Watch for
- Provisional registration runs three years. Diarise the conversion date on the day you receive it
Apply for 80G approval
- Portal
- Income-tax portal
- Form
- Form 104 or Form 105, under the 80G head
- Documents
- The same base papers, plus the registration order
- Who
- Chartered accountant
- Output
- Approval order allowing donors a deduction
- Deadline
- Usually applied for alongside the registration
- Watch for
- The approval is separate from the registration and expires on its own date
Register for CSR funding, if corporate donors are expected
- Portal
- MCA
- Form
- CSR-1
- Documents
- Registration order, PAN, details of the board
- Who
- Company secretary or chartered accountant
- Output
- CSR registration number
- Deadline
- Before receiving any CSR money
- Watch for
- A company cannot count its CSR spend without this number
Build the FCRA eligibility record
- Portal
- Internal; NGO Darpan
- Form
- DARPAN registration
- Documents
- Three years of audited accounts, activity reports, proof of at least ₹15 lakh spent on core activities over three years
- Who
- Chartered accountant with the programme team
- Output
- DARPAN ID and a documented track record
- Deadline
- Three years after incorporation, at the earliest
- Watch for
- Prior permission is the route before three years, tied to one donor and one project
Apply for FCRA registration or prior permission
- Portal
- fcraonline.nic.in
- Form
- FC-3A registration, FC-3B prior permission
- Documents
- DARPAN ID, audited accounts, activity reports, Aadhaar of every office bearer, designated account details, donor commitment letter for prior permission
- Who
- Chartered accountant with the office bearers
- Output
- FCRA certificate valid five years, or a one-time prior permission
- Deadline
- Processing runs to about 90 working days
- Watch for
- The designated account must be at the State Bank of India, Main Branch, Sansad Marg, New Delhi
Document checklist
Assembled once, this pack serves the incorporation, the registration application, the 80G application and, three years later, the FCRA file. Keep it current rather than rebuilding it each time.
Promoters and directors
- PAN of every director and subscriber
- Aadhaar, passport-size photograph and contact details
- Address proof not older than two months, such as a bank statement or utility bill
- Passport for a foreign national or non-resident subscriber, apostilled where required
- DIN, where already held
- Aadhaar of every office bearer, for the FCRA application
Registered office
- Latest utility bill for the premises
- Rent agreement or ownership document
- No-objection certificate from the owner
- Photograph of the premises with the name board, for verification visits
Memorandum and articles
- Memorandum in the prescribed Section 8 form
- Articles, with the no-dividend and application-of-income clauses
- Subscriber sheets, signed and witnessed
- INC-14 declaration by the practising professional
- INC-15 declaration by each subscriber
Financial documents
- Audited financial statements for every completed year
- Bank statements for all accounts, including the designated FCRA account
- Books showing foreign contribution kept separately from domestic funds
- Auditor's report and the board's report
Activity records
- Annual activity report with locations, beneficiary numbers and outcomes
- Photographs and programme records that tie to the accounts
- Board minutes and the statutory registers
- Evidence that the activities match the objects clause
Bank documents
- Account opening papers for the designated FCRA account at the specified branch
- Utilisation account details, where held at another bank
- Statements reconciling receipts with the annual return
Donor documents
- Donor name, address and PAN for every donation reported
- Mode of receipt for each donation
- Donation certificates issued to donors
- Commitment letter from the foreign donor, for prior permission
FCRA documents
- DARPAN ID
- FCRA certificate and its expiry date
- Copies of every FC-4 filed, with acknowledgements
- Record of administrative expenses against the 20% ceiling
- Intimations filed for any change in office bearers, address or bank account
Who this is for
Organisations We Work With
The compliance load is the same whether the organisation runs one programme or twenty.
New Section 8 companies
Where the licence, the registration and the 80G approval all have to be sequenced correctly in the first year.
Established trusts and societies
Facing renewal of a registration granted in the first migration round, with the file needing to be rebuilt.
Organisations approaching foreign funding
Three years in, with the ₹15 lakh threshold in sight and a donor waiting.
CSR implementing agencies
Where corporate donors need a CSR registration number before a single rupee can be released.
Frequently asked questions
Answers on Section 8 and NGO Compliance
Does a Section 8 licence mean the company is exempt from income tax?
No. The licence comes from the Ministry of Corporate Affairs and allows the company to pursue a charitable object without paying dividends. Exemption comes separately from the income-tax department, through registration under Section 332 of the Income-tax Act, 2025, the provision that replaced Sections 12A and 12AB. Without that registration the company's surplus is taxed like any other company's.
Is a separate INC-12 application still filed for a Section 8 licence?
Not for a new company. The licence is applied for and granted through the SPICe+ incorporation filing, with the memorandum in the prescribed form and declarations in INC-14 and INC-15. The INC-12 route remains for an existing company that wants a licence or is converting.
What happened to Form 10A and Form 10AB?
They were replaced when the Income-tax Act, 2025 took effect on 1 April 2026. An organisation that has not yet begun its activities applies in Form 104. One that has begun, or is converting a provisional registration, renewing, or reporting a change of objects, applies in Form 105. The order itself comes in Form 107, and the certificate given to a donor is now Form 114.
How long does registration last?
Provisional registration runs three years. Regular registration runs five, or ten where total income before exemption stayed under ₹5 crore in each of the two preceding years. The renewal has to be filed at least six months before expiry, and the 80G approval carries its own separate date, so check both.
Can a newly formed NGO receive foreign donations?
Not through FCRA registration, which requires three years of existence and at least ₹15 lakh spent on core activities over those three years. It can apply for prior permission instead, which is tied to one donor, one amount and one project, and needs a commitment letter from that donor. Either way the money can only be received in the designated account at the State Bank of India, Main Branch, Sansad Marg, New Delhi.
Do we have to file an FCRA return in a year with no foreign receipts?
Yes. The FC-4 return is due by 31 December for the year ended 31 March whether or not anything was received, and a nil return still has to be filed. Missing returns is among the most common reasons registrations are cancelled.
Can we pass foreign contribution on to another NGO?
No. Sub-granting of foreign contribution to another person or organisation is prohibited, even where the recipient holds its own FCRA registration, unless approval is obtained. Structures that relied on passing funds down to grassroots partners had to be rebuilt after the 2020 amendment.
Why do our donors say their 80G deduction was not allowed?
Almost always because the annual statement of donations was not filed, or the donor's PAN in it was wrong. The department matches that statement against the donor's return, so the deduction fails even where the approval is valid and the receipt is genuine. It is filed by 31 May for the year just ended, and each donor should also hold the certificate in Form 114.
Setting Up or Straightening Out an NGO? We Can Map It.
Whether you are incorporating a Section 8 company, converting a provisional registration, or preparing an FCRA application three years in, we will tell you what is due, in what order, and what evidence you need to have built by then.
C M Patel & Company, Chartered Accountants
204, Pavan Complex, Jetalpur Road, Vishwas Colony, Vadiwadi, Vadodara, Gujarat 390007
Phone +91 99740 37318 · Email info.cmpatelandcompany@gmail.com
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