A Section 8 Company explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A company registered under section 8 is a limited company licensed for charitable and similar objects, and its Board's report is the same statutory document as any other company's, with a different story to tell: activities against objects, money received and applied, and no dividend. This article gives a ready draft for that report. It is signed by the chairperson authorised by the Board or by two directors, and goes with the financial statements to the members.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026, with the Companies (Accounts) Second Amendment Rules, 2025 applied. Later amendments should be checked.
A Section 8 company can never be a small company, because the proviso to section 2(85) excludes a company registered under section 8, so rule 8A is not available and the full section 134(3) and rule 8 report applies. Under section 8(1) the company intends to prohibit the payment of any dividend to its members, so the dividend item reads nil. The report is built around the objects in the memorandum and how the income was applied to them. Default under section 134 attracts a penalty of three lakh rupees on the company and fifty thousand rupees on each officer in default.
When you need it and the legal basis
Section 8(1) allows the Central Government, by licence, to let a person or association register as a limited company without the word "Limited" or "Private Limited" where it has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object, intends to apply its profits, if any, or other income in promoting its objects, and intends to prohibit the payment of any dividend to its members. Section 8(2) says it enjoys all the privileges and is subject to all the obligations of limited companies, so section 134 applies to it.
The proviso to section 2(85) excludes a company registered under section 8 from the definition of a small company. So the abridged report under rule 8A is not open to it. It prepares the report under section 134(3) and rule 8; our article on the full Board's report of a private company lists every item and the 2025 changes: e-Form AOC-2 in rule 8(2), the three complaint figures in rule 8(5)(x) and the new rule 8(5)(xiii) statement on the Maternity Benefit Act, 1961. Private and Section 8 companies have exemptions from some provisions by notification under section 462; check whether one applies before you drop an item.
Items that read differently for a Section 8 company:
- Dividend and reserves. Section 134(3)(j) and (k) ask for amounts to be carried to reserves and any dividend recommended. As the licence and section 8(1)(c) rest on a prohibition of dividend, write that the Board does not recommend any dividend and the company is not permitted to pay one to its members.
- State of affairs. Section 134(3)(i) asks for the state of the company's affairs. For a charity this is the activities carried out against the objects in the memorandum.
- Memorandum and articles. Section 8(4)(i) says the company shall not alter its memorandum or articles without the previous approval of the Central Government. If an alteration was made during the year, say so and give the date of approval; see amending the MOA of a Section 8 company.
- CSR. Section 135(1) applies to every company with net worth of rupees five hundred crore or more, turnover of rupees one thousand crore or more or net profit of rupees five crore or more in the immediately preceding financial year; where the tests are met, the Board's report discloses the composition of the committee and the annual report is annexed. Test the company against these figures each year rather than assuming CSR is out.
- Licence conditions. Rule 19 and rule 20 of the Companies (Incorporation) Rules, 2014 deal with the licence and rule 23 with the intimation after revocation. The Registrar may add conditions to the licence and direct that they be placed in the memorandum or articles (rule 20(6) and (7)); mention in the report any licence condition that touches the year's activities.
If you want the report drafted together with the annual filing, see our annual filing of a large company or Section 8 company service. For the yearly calendar see annual compliance for a Section 8 company, and for formation see formation of a company with charitable objects.
The format
BOARD'S REPORT
To the Members of
CIN:Your Directors present the Annual Report of the Company, registered under section 8 of the Companies Act, 2013, together with the audited financial statements for the financial year ended .
1. Objects of the Company
The main objects of the Company as in its memorandum are: . The Company was granted a licence under section 8 on .2. State of the Company's affairs: activities against the objects
, , .]3. Financial summary
(grants and donations Rs. ; fees and other receipts Rs. ); expenditure on objects: Rs. ; administrative expenditure: Rs. ; surplus or deficit: Rs. ; previous year: .]4. Application of income and no dividend
The income and property of the Company have been applied to promote its objects. The Company does not pay any dividend to its members and the Board does not recommend any dividend. Surplus of Rs. is carried to .5. Grants and donations received
, , .]6. Alteration of memorandum or articles
with the previous approval of the Central Government dated .]7. Directors and key managerial personnel; meetings
times: .]8. Subsidiaries, associates and joint ventures; deposits; related parties; orders
; significant and material orders of regulators, courts or tribunals.]9. Auditor's report; frauds; internal financial controls
10. Other rule 8 items
; conservation of energy, technology absorption and foreign exchange as applicable; risk management; cost records; Insolvency and Bankruptcy Code proceedings; Internal Complaints Committee statement with complaints received , disposed of , pending over ninety days ; statement on the Maternity Benefit Act, 1961; web address of the annual return, if any.]11. Corporate social responsibility
.]12. Directors' Responsibility Statement
Pursuant to section 134(5), the Directors state that: (a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the surplus or deficit for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.For and on behalf of the Board of Directors of
,
DIN:
,
DIN:Place:
Date:
How to fill it
| Item | Where it comes from |
|---|---|
| Objects | Memorandum and the section 8 licence |
| Activities against objects | Programme records, utilisation statements, minutes |
| Financial summary | Audited financial statements (income and expenditure account) |
| Grants and donations | Grant letters, donor conditions, receipts register |
| Alteration | Central Government approval letter under section 8(4)(i) |
| CSR | Net worth, turnover and net profit tests in section 135(1) for the preceding financial year |
| Other rule 8 items | Same sources as in our rule 8 article |
Common mistakes
- Using the rule 8A abridged format because the company is small in size. The proviso to section 2(85) excludes a Section 8 company altogether.
- Showing a surplus as a distribution to members. Section 8(1)(c) rests on a prohibition on dividend to members.
- Altering the objects in a general meeting and not mentioning the Central Government approval that section 8(4)(i) needs.
- Silent treatment of the 2025 additions to rule 8(5).
- Reporting programme spending without matching it to the financial statements.
Signing, filing and time limit
As per section 134(6), the report and annexures are signed by the chairperson if authorised by the Board, otherwise by at least two directors, one of whom is a managing director, or by the director where there is one director. A Section 8 company with no managing director should check how its Board is placed against that wording. Section 137(1) requires the financial statements and the attachments to be filed within thirty days of the date of the annual general meeting; rule 12 as amended in 2025 adds the extract of the Board's and auditors' reports in e-Form with the AOC-4 form. Fees: see the Registration Offices and Fees Rules as currently in force.
Need help with a Section 8 company's reports?
Our team prepares the report against the licence conditions and the financial statements and handles the annual filing. See our annual filing of a large company or Section 8 company page.
Key takeaways
- A Section 8 company is never a small company; use the full report.
- The dividend item is nil and the report says income is applied to the objects.
- An alteration of the memorandum or articles needs the previous approval of the Central Government.
- Check the section 135 tests; do not assume CSR is out.
- Sign as section 134(6) provides and file with AOC-4 within thirty days of the AGM.
Read next
- Board's report format for a private company that is not a small company
- Closing a Section 8 company: strike off, winding up and where the assets go
- Amending the MOA of a Section 8 company
- Annual compliance for a Section 8 company
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.