ROC Compliance for Section 8 Company

ROC Compliance for Section 8 Company in India – Complete Guide 2026

ROC Compliance for Section 8 Company in India is essential for NGOs, charitable organisations, foundations and other non-profit companies registered under Section 8 of the Companies Act, 2013. Although Section 8 companies operate for charitable or other permitted non-profit objectives, they must comply with annual ROC filing, accounting, statutory audit, corporate governance, income-tax and other applicable regulatory requirements.

A Section 8 company enjoys certain exemptions under the Companies Act, but it is not exempt from maintaining books of account, preparing audited financial statements, filing annual returns or complying with the conditions attached to its Section 8 licence.

Quick Answer: The principal annual ROC compliances for a Section 8 company include filing Form AOC-4 for financial statements and Form MGT-7 for the annual return, holding applicable Board Meetings and an Annual General Meeting, maintaining statutory records and completing statutory audit. Income-tax returns, 12AB and 80G compliance, CSR-1, FCRA, GST and TDS requirements may also apply depending on the company’s activities and registrations.

EzyBiz India Consulting LLP provides professional assistance with Section 8 company ROC compliance, accounting, audit coordination, annual filings and regulatory requirements. Contact our team at +91 98992 17778, send a message through WhatsApp or email anil@ezybizindia.in.

For broader information about incorporation and different legal structures, visit our Company Registration in India pillar page and Types of Company Registration in India guide.

What Is a Section 8 Company and Why Is ROC Compliance Required?

Meaning of a Section 8 Company

A Section 8 company is a company formed to promote objects such as commerce, art, science, sports, education, research, social welfare, religion, charity, environmental protection or other specified useful objects.

Its income and profits must be applied towards promoting its objects, and it is prohibited from distributing dividends to its members.

A Section 8 company can operate as a company limited by guarantee or by shares, depending on its constitutional structure.

Why Does a Non-Profit Company Need ROC Compliance?

Section 8 companies are incorporated entities regulated under the Companies Act, 2013.

They must maintain financial transparency, appropriate governance, statutory records and annual regulatory reporting even though their primary objective is not profit distribution.

ROC compliance helps demonstrate that the organisation continues to operate within its authorised objects and meets applicable corporate obligations.

Who Is Responsible for Section 8 Company Compliance?

The Board of Directors is responsible for ensuring proper maintenance of books, statutory records, corporate governance and regulatory filings.

Chartered Accountants, Company Secretaries and other qualified professionals may assist with preparation, audit, certification and submission of prescribed forms.

The primary legal framework can be accessed through the Ministry of Corporate Affairs and India Code.

Section 8 Company Annual Compliance Checklist and Due Dates

Important Annual ROC Compliance Requirements

The following table provides a practical annual compliance checklist for a typical Section 8 company.

Not every filing in this table applies to every Section 8 company. Applicability depends on its corporate structure, income-tax status, activities, registrations and transactions.

Section 8 Company ROC Due Dates for FY 2025–26

For a Section 8 company with a normal financial year ending on 31 March 2026, the usual Companies Act framework is:

• AGM: Generally by 30 September 2026 for companies other than those holding their first AGM, subject to any valid statutory extension.
• AOC-4: Generally within 30 days after the actual AGM date.
• MGT-7: Generally within 60 days after the actual AGM date.
• Auditor appointment filings: Within the relevant statutory timeline.
• Director KYC: According to the revised three-year filing framework.

Important FY 2025–26 update: MCA General Circular No. 05/2026 dated 24 October 2026 provides a relaxation in additional fees for annual financial-statement filings through 31 December 2026 and annual return filings through 31 January 2027, as specified in the circular.

The circular does not extend the statutory deadline for holding the AGM. It should therefore not be interpreted as permission to hold an AGM after the relevant statutory due date.

Before filing, verify the applicable notification and current form status on the MCA portal.

Is Annual Compliance Mandatory Even Without Donations?

Yes. An active Section 8 company generally remains subject to annual ROC filing and statutory audit even if it has received no donations, grants or operational revenue during the financial year.

The absence of income does not, by itself, eliminate Companies Act obligations.

Companies that are no longer operating should examine appropriate closure or other permitted statutory options rather than simply stopping compliance.

Post-Incorporation Compliance for Section 8 Company

Bank Account, PAN, TAN and Initial Records

After incorporation, the company should complete its banking arrangements and maintain its PAN, TAN and other statutory identification details.

The organisation should retain its Certificate of Incorporation, Section 8 licence, MOA, AOA, director information, member records and relevant incorporation documents.

Books of account, donation records and supporting documents should be maintained from the beginning of operations.

Commencement of Business and INC-20A

Where Section 10A applies to a company having share capital, Form INC-20A and the related commencement-of-business requirements must be examined.

Section 8 companies may be incorporated with or without share capital. The applicability of INC-20A should therefore be determined from the actual legal structure and relevant exemptions rather than assumed in every case.

First Auditor Appointment and Statutory Registers

The first auditor of a non-government Section 8 company is generally appointed by the Board within 30 days from incorporation under Section 139(6).

Applicable auditor-intimation requirements and subsequent appointment filings should be completed under the relevant rules.

The company should maintain statutory registers, corporate minutes, member details, director information and other documents applicable to its structure.

For the incorporation procedure, read our Company Registration Process in India guide.

Board Meetings and AGM Requirements for Section 8 Company

Board Meeting Requirements

Eligible Section 8 companies benefit from specific exemptions under the Companies Act.

Subject to the applicable exemption conditions, a Section 8 company is generally required to hold at least one Board Meeting in every six calendar months instead of following the ordinary four-meeting framework.

Board decisions, attendance, minutes and required supporting documents should be properly recorded.

Annual General Meeting Requirements

A Section 8 company is generally required to hold an Annual General Meeting under Section 96 of the Companies Act, 2013.

The first AGM must generally be held within nine months from the closure of the first financial year. Subsequent AGMs are ordinarily held within six months from the closure of the relevant financial year.

The timing and procedure should be checked against any applicable statutory extension or exemption.

AGM Notice, Minutes and Resolutions

Section 8 companies enjoy certain relaxations regarding AGM notice requirements, including a generally applicable 14-clear-day notice period under the relevant exemption notification, subject to its conditions.

Proper notices, attendance records, minutes and member resolutions should be maintained.

The organisation should ensure that decisions remain consistent with its charitable objects, licence conditions and Articles of Association.

Books of Account and Financial Statements

Maintenance of Proper Accounting Records

A Section 8 company must maintain books of account that correctly reflect its financial activities.

Relevant records may include:

• Donation and grant receipts.
• Bank statements and reconciliations.
• Expense invoices and supporting vouchers.
• Project-wise expenditure records.
• Fixed assets and depreciation.
• Receivables and payables.
• Employee and payroll records.
• Restricted grants and corpus funds.
• Tax deduction and withholding records.
• Related-party transactions.

Preparation of Annual Financial Statements

The company should prepare its annual financial statements in accordance with the Companies Act, applicable accounting standards and relevant presentation requirements.

Depending on the applicable framework, these may include the Balance Sheet, Statement of Income and Expenditure or Profit and Loss, cash flow statement, notes and disclosures.

The accounting treatment of restricted donations, corpus contributions and project grants should reflect their legal conditions and the applicable accounting framework.

Directors’ Report and Approval of Accounts

The Board should approve the financial statements and prepare its report according to Section 134 and other applicable provisions.

The Directors’ Report generally addresses the company’s affairs, financial results, relevant statutory disclosures and other required matters.

Financial statements and reports should be finalised before the applicable AGM and ROC filings.

Statutory Audit Requirements for Section 8 Company

Is Statutory Audit Mandatory?

Yes. A Section 8 company is generally required to have its annual financial statements audited under the Companies Act, irrespective of the amount of revenue or donations received.

This requirement is separate from any tax-exemption audit under the Income-tax Act and from project-specific or donor-mandated audits.

Appointment and Responsibilities of the Auditor

The statutory auditor is appointed according to Section 139 and other applicable provisions.

The auditor examines the company’s books and financial statements and reports in accordance with the applicable auditing standards and statutory requirements.

Auditor independence, eligibility, consent and appointment documentation should be appropriately maintained.

Documents Required for Statutory Audit

The auditor may require:

• Trial Balance and general ledgers.
• Bank statements and reconciliation statements.
• Donation receipts and donor records.
• Grant agreements and utilisation reports.
• Project expenditure documentation.
• Fixed asset register.
• Payroll and TDS records.
• Related-party transaction details.
• Board and general meeting minutes.
• Previous audit reports and financial statements.
• Details of restricted and unrestricted funds.

EzyBiz supports organisations through its Audit and Assurance Services and Managed Business Services.

Annual ROC Filing – AOC-4 and MGT-7

Form AOC-4 – Financial Statements

A Section 8 company generally files its audited financial statements through Form AOC-4 or the applicable variant with the Registrar of Companies.

The form is ordinarily filed within 30 days of the AGM under Section 137, subject to the applicable statutory provisions and any notified filing-fee relaxation.

The return generally includes prescribed financial statements, auditor’s report, Directors’ Report and other applicable particulars or attachments.

Form MGT-7 – Annual Return

A Section 8 company generally files its annual return using Form MGT-7.

Section 8 companies are excluded from the statutory definition of a small company under Section 2(85). Therefore, the abridged annual return in MGT-7A should not be selected merely because the organisation has low turnover or a small number of members.

MGT-7 is ordinarily filed within 60 days of the AGM or the applicable statutory reference date.

Difference Between AOC-4 and MGT-7

Both filings are important. Submission of one does not replace the other.

Director KYC and Other Corporate Governance Compliance

DIR-3 KYC – Revised Compliance Framework

Under the revised MCA framework effective from 31 March 2026, the routine director KYC requirement has changed from an annual filing to a three-year cycle.

DIR-3 KYC Web should be completed according to the applicable schedule, while relevant changes in mobile number, email or residential address may trigger earlier update requirements.

The applicable transitional provisions should be considered when determining each director’s next KYC deadline.

Director Disclosures and Registers

Directors should provide the declarations and disclosures applicable to their appointment, eligibility, interests and disqualification status.

The company should maintain prescribed registers, minutes, statutory records and appropriate evidence of compliance.

Appointment, Resignation and Changes in Directors

Changes in directors must be supported by the relevant consents, approvals, resolutions and statutory filings.

Form DIR-12 and other prescribed documents may be required according to the nature of the event.

The company’s governance arrangements should also remain consistent with its Section 8 licence and constitutional documents.

Income Tax Compliance, Section 12AB and 80G

Income Tax Return Filing for Section 8 Company

A Section 8 company is not automatically exempt from income tax merely because it operates on a non-profit basis.

Where the organisation claims exemption under the relevant charitable or religious institution provisions, ITR-7 is generally applicable.

Where it is not eligible to file ITR-7 and falls within the ordinary domestic company return framework, ITR-6 may be applicable.

The correct return form and due date should be determined from the company’s actual exemption status, income and applicable legal provisions.

Registration Under Section 12AB

Under the Income-tax Act, 1961 framework, eligible charitable institutions may obtain registration under Section 12AB for the purpose of claiming relevant income-tax exemptions.

Registration is not automatic on obtaining a Section 8 licence.

The organisation must comply with applicable registration, renewal, approval and exemption conditions, including provisions regarding application of income, investments, prohibited benefits and other relevant requirements.

For income arising from FY 2026–27 onward, the provisions of the Income-tax Act, 2025 and its applicable transitional rules should also be considered.

Approval Under Section 80G and Donation Reporting

Eligible organisations may obtain approval under Section 80G so that qualifying donors can claim deductions under the relevant income-tax provisions.

Where Section 80G reporting requirements apply, the organisation generally needs to file Form 10BD and issue donation certificates in Form 10BE within the prescribed deadlines.

Receipt of donations should be supported by accurate donor information, payment records and relevant supporting documentation.

For official tax guidance, refer to the Income Tax Department.

Tax Audit, Application of Income and Donation Compliance

Form 10B and Form 10BB Requirements

Where an organisation claims income-tax exemption and satisfies the prescribed audit conditions, it may need to obtain an audit report in Form 10B or Form 10BB, as applicable.

The applicable form depends on statutory criteria such as income, foreign contributions and application of income outside India under the relevant provisions.

These reports are separate from the Companies Act statutory audit report.

Application of Income and Charitable Expenditure

Under the relevant charitable exemption framework of the Income-tax Act, 1961, eligible organisations generally need to apply the prescribed portion of their income towards charitable or religious purposes, subject to permitted accumulation and other legal conditions.

For example, the commonly applicable 85% application requirement must be considered where relevant.

Corpus donations, accumulated funds, restricted grants and specified investments may require different treatments.

Donations, Grants and Corpus Funds

Section 8 companies should maintain appropriate documentation for donations, grants and corpus contributions.

Records should identify the source of funds, restrictions imposed by donors, approved utilisation and supporting expenditure.

Where a grant is received for a specific project, utilisation should be monitored according to the grant agreement and applicable accounting and regulatory provisions.

CSR-1 Registration and FCRA Compliance

CSR-1 Registration for Eligible Section 8 Companies

A Section 8 company intending to act as an implementing agency for eligible corporate social responsibility projects may need to register through Form CSR-1 under the applicable CSR Rules.

Eligibility depends on the prescribed requirements, which may include registration under the relevant income-tax provisions and, in certain cases, an established track record of specified activities.

CSR-1 registration should not be treated as compulsory for every Section 8 company merely because it is a non-profit organisation.

FCRA Registration and Foreign Donations

A Section 8 company intending to receive foreign contributions should examine the Foreign Contribution (Regulation) Act, 2010 and applicable rules.

Foreign contribution generally requires valid FCRA registration or prior permission, subject to the statutory framework and exemptions.

Compliance may include designated banking arrangements, restrictions on receipt and utilisation, record keeping and reporting requirements.

Official information is available through the FCRA Online Portal.

FCRA Annual Return and Utilisation Reporting

Organisations holding FCRA registration or prior permission may be required to file the prescribed annual return, generally Form FC-4, according to the applicable rules.

Foreign contribution records should be reconciled with bank statements, project expenditure and other prescribed information.

Non-compliance can affect the organisation’s ability to receive or utilise foreign contributions.

GST, TDS, Payroll and Other Statutory Compliance

GST Registration and Returns

GST applicability for a Section 8 company depends on the nature of its activities, whether it makes taxable supplies, turnover, registration requirements and relevant exemptions.

Not every receipt by a non-profit organisation is automatically exempt from GST.

Where the company is registered, applicable returns, tax payments, invoicing and input tax credit requirements must be complied with.

TDS and Withholding Tax Compliance

A Section 8 company may be required to deduct tax at source on specified payments such as salary, rent, professional fees, contractual payments and interest.

The organisation must deposit TDS, file relevant quarterly returns and issue certificates where applicable.

Non-profit status does not automatically eliminate TDS obligations.

PF, ESI and Labour Law Requirements

Where employees are engaged, the organisation should examine provident fund, ESI, professional tax, labour welfare fund and other employment-related requirements.

Applicability depends on the relevant statutory thresholds, employee categories, location, wages and activities.

Salary records, appointment documents, attendance, statutory contributions and payroll registers should be maintained.

Event-Based ROC Compliance for Section 8 Company

Change in Registered Office or Directors

Changes in registered office, directors or prescribed corporate particulars may require ROC filings such as INC-22, DIR-12 or other applicable forms.

The company should complete the required resolutions, consents and supporting documentation within the prescribed statutory period.

Changes in MOA, AOA or Charitable Objects

A Section 8 company cannot freely modify its Memorandum of Association or Articles of Association without observing the special provisions applicable to Section 8 companies.

Prior approval of the competent authority may be required for alterations to its constitutional documents.

Changes to charitable objects, permitted activities or important licence conditions should therefore be reviewed carefully before implementation.

Other Conditional MCA Filings

Depending on the facts, other filings may arise, including:

• ADT-1 for applicable auditor appointments.
• DIR-12 for relevant director changes.
• MGT-14 for specified resolutions where filing is required.
• INC-22 for registered office changes.
• DPT-3 where deposit or specified receipt reporting requirements apply.
• MSME-1 where prescribed outstanding dues are reportable.
• Charge-related forms, where applicable.

These forms should be considered based on actual applicability, not mechanically filed for every Section 8 company.

Penalties and Consequences of Section 8 Company Non-Compliance

Late Filing Fees and Statutory Penalties

Delay in annual ROC filing can lead to additional filing fees and statutory penalties under the Companies Act and applicable rules.

These consequences may apply to the company and, in specified circumstances, its officers in default.

The exact amount depends on the nature and duration of the default and relevant statutory provisions.

Risk of Section 8 Licence Revocation

The Central Government may revoke a Section 8 licence under specified circumstances, including where the company contravenes licence conditions or applicable requirements, or conducts its affairs fraudulently or contrary to its stated objects.

Such action is subject to the statutory framework and prescribed procedure.

Serious violations may have consequences beyond ordinary late filing fees.

How to Regularise Pending Compliance

Where a Section 8 company has missed its deadlines, the recommended procedure is:

1. Review MCA master data and compliance history.
2. Identify pending financial statements and annual returns.
3. Complete accounting reconciliations.
4. Prepare and audit outstanding financial statements.
5. Complete the necessary Board and member documentation.
6. File overdue forms with applicable fees.
7. Review income-tax and tax-exemption filing defaults.
8. Check FCRA, CSR, GST and TDS compliance separately.
9. Respond to regulatory notices or proceedings where required.

Outstanding defaults should be addressed promptly to reduce further compliance risks.

Documents Required for Section 8 Company Annual Compliance

Corporate and Incorporation Documents

Important corporate documents generally include:

• Certificate of Incorporation.
• Section 8 licence.
• Memorandum and Articles of Association.
• PAN and TAN.
• Director and member records.
• Digital Signature Certificates.
• Previous MCA filing acknowledgements.
• Board and AGM minutes.

Accounting and Audit Documents

Important financial documents generally include:

• Trial Balance and accounting ledgers.
• Bank statements and reconciliations.
• Donor and grant records.
• Expense vouchers and invoices.
• Fixed asset register.
• Previous audited financial statements.
• Payroll and tax records.
• Restricted fund and corpus records.

Tax-Exemption, CSR and FCRA Documents

Depending on applicability, the organisation should maintain:

• Section 12AB registration records.
• Section 80G approval records.
• Income-tax returns and audit reports.
• Donation declarations and certificates.
• CSR-1 registration acknowledgement.
• CSR project agreements and utilisation reports.
• FCRA registration or prior permission.
• Foreign contribution bank and utilisation records.

Practical Examples and Compliance Planning

Example: Section 8 Company Receiving Domestic Donations

A Section 8 company receives domestic donations for educational activities.

It should maintain donation receipts, donor records, bank reconciliations and details of expenditure incurred towards its objects.

It must complete Companies Act annual compliance. Its income-tax exemption and donor deduction reporting obligations depend on the relevant approvals and statutory conditions.

Example: Section 8 Company Receiving CSR Funds

A Section 8 company is engaged to implement an eligible CSR project for a corporate donor.

It should confirm whether CSR-1 registration and the implementing-agency eligibility conditions apply.

The company should also maintain the project agreement, utilisation records, supporting invoices and reporting documentation required under the CSR arrangement.

Example: Section 8 Company Without Revenue

A newly incorporated Section 8 company has no operational income or donations during its first full financial year.

It may still need audited financial statements, relevant Board and AGM compliance, AOC-4 and MGT-7 filings and its applicable income-tax return.

Nil revenue should not be interpreted as automatic exemption from statutory filing.

Frequently Asked Questions About Section 8 Company ROC Compliance

Is ROC Compliance Mandatory for Every Section 8 Company?

Yes. An active Section 8 company generally needs to comply with annual ROC filing, statutory audit and corporate governance requirements, even where it is not earning profits or receiving donations.

Which Annual Forms Are Filed by a Section 8 Company?

The principal annual ROC forms are generally AOC-4 for financial statements and MGT-7 for the annual return. Other forms apply according to the company’s circumstances.

Is MGT-7A Applicable to a Section 8 Company?

Generally, no. Section 8 companies are excluded from the statutory small-company definition. Therefore, the ordinary annual return form MGT-7 generally applies rather than the abridged MGT-7A.

Is Statutory Audit Compulsory for Section 8 Company?

Yes. A Section 8 company is generally required to have its annual financial statements audited under the Companies Act, irrespective of turnover or donation income.

Does Section 8 Registration Automatically Give Income-Tax Exemption?

No. Section 8 incorporation and income-tax exemption are separate matters. Eligible organisations must comply with the applicable tax registration, approval and exemption provisions.

Can a Section 8 Company Receive Foreign Donations?

A Section 8 company may receive foreign contributions where permitted under the FCRA framework, generally after obtaining valid registration or prior permission unless a specific statutory exemption applies.

Is CSR-1 Registration Mandatory for Every Section 8 Company?

No. CSR-1 is relevant for organisations seeking to act as eligible implementing agencies under the prescribed CSR framework. It is not automatically mandatory for every Section 8 company.

What Happens If Annual ROC Filing Is Delayed?

Delayed filings may attract additional fees and penalties. Persistent defaults may also expose the company and its officers to other regulatory consequences.

How Often Is Director KYC Required in 2026?

The routine director KYC framework has changed to a three-year cycle effective 31 March 2026, subject to transitional rules and earlier update requirements for specified changes in personal details.

Conclusion – Professional Assistance with Section 8 Company ROC Compliance

Key Compliance Requirements to Remember

A Section 8 company must comply with both its corporate obligations and the conditions applicable to its non-profit activities.

The most important areas are statutory audit, maintenance of proper books, timely AOC-4 and MGT-7 filing, Board and AGM governance, tax compliance and proper utilisation of income.

How EzyBiz India Can Assist

EzyBiz India Consulting LLP assists Section 8 companies with:

• Annual ROC compliance review and planning.
• Preparation and filing of AOC-4 and MGT-7.
• Accounting and financial statements.
• Statutory audit coordination.
• Board and AGM compliance documentation.
• Auditor and director-related filings.
• Income-tax return and exemption compliance support.
• Section 12AB and 80G related advisory.
• CSR-1 and FCRA-related regulatory guidance.
• GST, TDS and payroll compliance.
• Regularisation of overdue statutory filings.

Contact Our Compliance Professionals

If your Section 8 company requires assistance with ROC filing, statutory audit, accounts or ongoing compliance, contact EzyBiz India Consulting LLP.

Call +91 98992 17778, contact us through WhatsApp, email anil@ezybizindia.in or visit our Contact Us page.

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