RELEVANT PROVISION

Section 8 of the Companies Act provides for the incorporation as well as the conversion of an existing
company into a company with Charitable objects.

Rule 19 of The Companies (Incorporation) Rules, 2014

License Under Section 8 for New Companies With Charitable Objects etc -

(1) A person or an association of persons (hereinafter referred to in this rule as “the proposed
company”), desirous of incorporating a company with limited liability under sub-section (1) of section 8
without the addition to its name of the word “Limited”, or as the case may be, the words “Private
Limited”, shall make an application in [SPICe+ (Simplified Proforma for Incorporating company
Electronically Plus: INC-32)] along with the fee as provided in the Companies (Registration offices and
fees) Rules, 2014 to the Registrar for a license under sub-section (1) of section 8.

(2) The memorandum of association of the proposed company shall be in Form No.INC.13.

(3) The application under sub-rule (1) shall be accompanied by the following documents, namely:—

(a) [the memorandum] and articles of association of the proposed company;

(b) the declaration in Form No.INC.14 by an Advocate, a Chartered Accountant, Cost

Accountant or Company Secretary in practice, that 3[the memorandum] and articles of
association have been drawn up in conformity with the provisions of section 8 and rules made
thereunder and that all the requirements of the Act and the rules made thereunder relating to
registration of the company under section 8 and matters incidental or supplemental thereto have
been complied with;

(c) an estimate of the future annual income and expenditure of the company for next three years,
specifying the sources of the income and the objects of the expenditure;

(d) the declaration by each of the persons making the application in Form No. INC.15.

Rule 20 of The Companies (Incorporation) Rules, 2014

License for Existing Companies -

(1) A limited company registered under this Act or under any previous company law, with any of the
objects specified in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions as
mentioned respectively in clause (b) and (c) of that sub-section, and which is desirous of being registered
under section 8, without the addition to its name of the word "Limited" or as the case may be, the words
"Private Limited", shall make an application in Form No.INC.12 along with the fee as provided in the
Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence under sub-section (5)
of section 8.
(2) The application under sub-rule (1), shall be accompanied by the following documents, namely:-

(a) the memorandum and articles of association of the company;

(b) the declaration as given in Form No.INC.14 by an Advocate, a Chartered accountant, Cost
Accountant or Company Secretary in Practice, that the memorandum and articles of association
have been drawn up in conformity with the provisions of section 8 and rules made thereunder
and that all the requirements of the Act and the rules made thereunder relating to registration of
the company under section 8 and matters incidental or supplemental thereto have been complied
with;

(c) For each of the two financial years immediately preceding the date of the application, or
when the company has functioned only for one financial year, for such year (i) the financial
statements, (ii) the Board’s reports, and (iii) the audit reports, relating to existing companies

(d) a statement showing in detail the assets (with the values thereof), and the liabilities of the
company, as on the date of the application or within thirty days preceding that date;

(e) an estimate of the future annual income and expenditure of the company for next three years,
specifying the sources of the income and the objects of the expenditure;

(f) the certified copy of the resolutions passed in general/ board meetings approving registration
of the company under section 8; and

(g) a declaration by each of the persons making the application in Form No.INC.15.

(3) The company shall, within a week from the date of making the application to the Registrar, publish a
notice at his own expense, and a copy of the notice, as published, shall be sent forthwith to the Registrar
and the said notice shall be in Form No. INC.26 and shall be published-

(a) 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; and

(b) on the websites as may be notified by the Central Government.

(4) The Registrar may require the applicant to furnish the approval or concurrence of any appropriate
authority, regulatory body, department or Ministry of the Central Government or the State
Government(s).

(5) The Registrar shall, after considering the objections, if any, received by it within thirty days from the
date of publication of notice, and after consulting any authority, regulatory body, Department or Ministry
of the Central Government or the State Government(s), as it may, in its discretion, decide whether the
license should or should not be granted.

(6) The licence shall be in Form No.INC.16. or Form No.INC.17, as the case may be, and the Registrar
shall have power to include in the licence such other conditions as may be deemed necessary by him.

(7) The Registrar may direct the company to insert in its memorandum, or in its articles, or partly in one
and partly in the other, such conditions of the license as may be specified by the Registrar on this behalf.

DOCUMENTS REQUIRED UNDER FORM NO. 1NC. 12 -

Serial No. Document Required Remark

1 Memorandum of Association (as per form no INC 13)

2 Articles of Association

3 Declaration by an Advocate/a Chartered accountant/ Cost

Accountant /Company Secretary in Practice (form no INC
14)

4 Declaration by each person making the application (Form no

INC 15)

5 Estimated income and expenditure for next three years

6 Certified true copy of resolution passed in general meeting

and board meeting

7 Last one / two year’s financial statement(s), board’s

report(s) and Audit report(s)

8 Assets and liabilities statements with their values as per

applicable rule

9 Approval/ concurrence/ NOC of the concerned authority (in

case the company is regulated by such authority)

10 Entrenched articles of association [in case articles are

entrenched]

11 List of key managerial personnel [in case the number of key

managerial personnel is greater than 4]

12 List of Directors [if they are more than 2 in a private

company and if more than 3 in a public company]

For the purpose of this Form, an existing company is required to publish a notice in a newspaper
within a week from the date of submission of its application. Such notice should to be sent to the
Registrar and attached in Form INC 26.