Rules 19 and 20 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.
Rules 19 and 20 are the two doors to a section 8 licence. A new company with charitable or similar objects applies through SPICe+ with the memorandum in Form INC-13. An existing limited company applies in Form INC-12 with documents, publishes a notice in Form INC-26 and waits for the Registrar to decide after considering its financial statements and any objections.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications substitute forms only). Later amendments should be checked. To set up a section 8 company, see our section 8 company registration service.
A new company applies for a licence under section 8(1) through SPICe+ (INC-32), with its memorandum in Form INC-13, articles and a three-year estimate of income and expenditure. An existing company applies in Form INC-12, publishes Form INC-26 within a week, and the Registrar decides after two years' financial statements and objections received within thirty days of publication. The licence is in Form INC-16 or INC-17.
Rule 19: licence for new companies with charitable objects
Rule 19(1) and (2): who applies and how
A person or an association of persons, desirous of incorporating a company with limited liability under sub-section (1) of section 8 without adding the word "Limited", or "Private Limited", to its name, applies in SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32), with the fee under the Companies (Registration offices and fees) Rules, 2014, to the Registrar for a licence under sub-section (1) of section 8. The memorandum of the proposed company shall be in Form No. INC.13 (rule 19(2)).
Rule 19(3): documents with the application
- The memorandum and articles of association of the proposed company.
- A declaration by an advocate, chartered accountant, cost accountant or company secretary in practice that the memorandum and articles have been drawn up in conformity with section 8 and its rules, and that all the requirements of the Act and rules for registration under section 8 and matters incidental or supplemental have been complied with. The e-book shows the form name for this declaration as omitted.
- An estimate of the future annual income and expenditure of the company for the next three years, specifying the sources of income and the objects of expenditure.
- A declaration by each of the persons making the application. The e-book shows the form name here as omitted too.
The Amendment Rules, 2023 of 19 January 2023 omitted references to Forms INC-14 and INC-15 in this rule; the earlier INC-12 to INC-15 route sits only in the notes and is not the rule today. Rule 38(1)'s proviso adds that for a section 8 company SPICe+ is filed with Form INC-13 (memorandum) and Form INC-31 (articles) as attachments; see our article on rules 12 and 38.
Rule 20: licence for existing companies
Rule 20(1): who may apply
A limited company registered under this Act or under any previous company law, with any of the objects in clause (a) of sub-section (1) of section 8 and the restrictions and prohibitions in clauses (b) and (c) of that sub-section, which wants to be registered under section 8 without adding "Limited" or "Private Limited" to its name, applies in Form No. INC.12, with the fee under the Fees Rules, to the Registrar for a licence under sub-section (5) of section 8. The reference to "any previous company law" is printed as shown; check what it covers today.
Rule 20(2): details and documents
| Clause | Document |
|---|---|
| (a) | The e-Memorandum of Association and e-Articles of Association |
| (b) | Declaration by an advocate, chartered accountant, cost accountant or company secretary in practice, on conformity with section 8 and its rules |
| (c) | A statement showing in detail the assets (with values) and liabilities, as on the date of the application or within thirty days preceding it |
| (d) | Certified copy of the resolution passed in general or board meetings approving registration under section 8 |
| (e) | A declaration by each of the persons making the application |
Sub-rule (2) was substituted by the Amendment Rules, 2023. Earlier it also asked for financial statements, Board's reports and audit reports for two years and a three-year income-and-expenditure estimate; the current rule moved the financial statements into the Registrar's consideration in sub-rule (5).
Rule 20(3): the notice
The company shall, within a week from the date of making the application, publish a notice at its own expense and send a copy forthwith to the Registrar. The notice is in Form No. INC.26, published at least once in a vernacular newspaper in the principal vernacular language of the district of the registered office, circulating in that district, and at least once in English in an English newspaper circulating in that district, and on the websites as notified by the Central Government.
Rule 20(4) to (7): approvals, decision and licence
- Approvals: the Registrar may require the applicant to furnish the approval or concurrence of any appropriate authority, regulatory body, department or Ministry of the Central or State Government (4).
- Decision: the Registrar, after considering the two years' financial statements immediately preceding the date of application (or the one year, if the company has functioned only for one financial year), including Board's and audit reports, and after considering objections received within thirty days from the date of publication of the notice and consulting any authority, regulatory body, Department or Ministry, decides in his discretion whether the licence should be granted (5).
- Licence: in Form No. INC.16 or INC.17, as the case may be, and the Registrar may include other conditions (6).
- Conditions in the documents: the Registrar may direct the company to insert licence conditions in its memorandum, articles or both (7).
Example: Seva Learning Foundation Limited, an existing limited company with educational objects, files INC-12 with its e-MoA, e-AoA, professional's declaration, asset and liability statement (made up within thirty days of the date of application), the certified general meeting resolution and the applicants' declarations. Within a week it publishes the INC-26 notice in one vernacular and one English newspaper. If no objection arrives within thirty days of publication, the Registrar still decides in his discretion, after looking at two years of financial statements.
New and existing companies compared
| Point | New company (rule 19) | Existing company (rule 20) |
|---|---|---|
| Section 8 sub-section | 8(1) | 8(5) |
| Application | SPICe+ (INC-32) | Form INC-12 |
| Memorandum | Form INC-13 | e-MoA and e-AoA |
| Future income estimate | Three years | Not in the current rule |
| Notice | None printed | INC-26 within a week |
| Financial statements | None | Two years (or one) considered by the Registrar |
| Licence form | Not stated in the rule | INC-16 or INC-17 |
For what section 8 requires of the objects and the licence, read our section 8 company guide and the practical INC-12 section 8 licence guide. For later changes of a section 8 company, see MOA amendment, change of name and objects and our article on rules 21 to 23.
Need help with a section 8 licence?
The licence application is document-heavy and the notice clock is short. TaxClue can prepare the documents, run the notice and file; see our section 8 company registration page.
Key takeaways
- New section 8 companies apply under section 8(1) through SPICe+ with the memorandum in Form INC-13.
- Existing limited companies apply under section 8(5) in Form INC-12.
- A three-year income and expenditure estimate is required for new companies.
- Existing companies publish Form INC-26 within a week and the Registrar considers objections received within thirty days.
- Licence forms for existing companies: INC-16 or INC-17.
- Fees are in the Registration offices and fees rules.
Read next
- Rules 21 to 23: converting a section 8 company and revocation of licence
- Rules 1, 2 and 11: commencement, definitions and model articles
- INC-12 section 8 licence guide
- Section 8 company: MOA amendment, change of name and objects
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.