Starting a Section 8 company and getting 12A/80G: the steps in order

You want to start a non-profit as a company. You have a name in mind, two or more co-founders and a cause. Then someone tells you: "First get the Section 8 licence, then 12A, then 80G." That is roughly right, but each step has its own authority, its own form and its own clock. This article lays out the order and the time limits, from the text of the law.

It does not compare a Trust, a Society and a Section 8 company. That choice is covered separately. This article assumes you have chosen the company route and want to know what happens next.

Which Act applies to which year

Two income-tax laws matter, and the date you apply decides which one you read.

• Applications made up to 31 March 2026 sit under the Income-tax Act, 1961: sections 12A and 12AB for registration, and section 80G for donor deductions.
• The Income-tax Act, 2025 came into force on 1 April 2026 (s.1(3), Income-tax Act, 2025). Registration is now section 332 and donor-deduction approval is section 354 of that Act.

The official mapping between the two Acts links section 12A and section 12AB of the 1961 Act to section 332 of the 2025 Act, and section 80G to sections 133, 332 and 354. So a company applying today works under the 2025 Act. The 1961 Act matters if you read older advice, or if your application was made or your registration granted under it; the 2025 Act's repeal clause (s.536) saves things done under the 1961 Act, and the consequences for an existing registration depend on its own facts.

The Companies Act, 2013 is a separate law and does not depend on the tax year.

Step 1: the Section 8 licence

Section 8(1) of the Companies Act 2013 lets the Central Government allow a person or association to be registered as a limited company without "Limited" or "Private Limited" in its name. Three conditions must be proved to its satisfaction:

• Its objects are the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object.
• It intends to apply its profits, if any, or other income in promoting those objects.
• It intends to prohibit the payment of any dividend to its members.

Under rule 19(1) of the Companies (Incorporation) Rules, 2014, you apply to the Registrar in Form INC-12, with the fee set in the Companies (Registration Offices and Fees) Rules, 2014. Check the current fee and the current filing route on the MCA portal before you file.

The application must carry (rule 19(2) and (3), Companies (Incorporation) Rules, 2014):

• the memorandum of association in Form INC-13;
• the draft memorandum and articles of association;
• a declaration in Form INC-14 by an advocate, chartered accountant, cost accountant or company secretary in practice that the drafts conform to section 8 and the rules;
• an estimate of future annual income and expenditure for the next three years, with sources of income and the objects of expenditure; and
• a declaration by each applicant in Form INC-15.

If the Registrar grants the licence, it comes in Form INC-16 or INC-17, and the Registrar may add conditions and direct you to insert them in the memorandum or articles (rule 20(6) and (7)). Then the Registrar registers the company on application in the prescribed form (s.8(1)).

Two points to remember after this step:

• A Section 8 company cannot alter its memorandum or articles without the previous approval of the Central Government (s.8(4)(i), Companies Act 2013).
• The licence can be revoked if the company breaks section 8 or its licence conditions, or its affairs are conducted fraudulently or against its objects or the public interest (s.8(6)).

A company that already exists as an ordinary limited company with charitable objects can instead apply under rule 20, with two years of financial statements and a newspaper notice (rule 20, Companies (Incorporation) Rules, 2014). This article follows the new-company route.

Step 2: income-tax registration

A Section 8 company is named as an eligible applicant for registration as a "registered non-profit organisation" (s.332(1)(c), Income-tax Act, 2025). To be eligible, it must be incorporated in India for charitable purposes or public religious purposes, and its properties must be held for the general public under an irrevocable trust wholly for charitable or religious purposes in India (s.332(2), Income-tax Act, 2025). A "partly" alternative exists only for bodies incorporated before the 1961 Act began, so it does not help a new company.

The first question is whether your activities have started. The 2025 Act sets different time limits for each situation (s.332(3), Table, Income-tax Act, 2025):

In plain words, a brand-new company with no activity yet gets a short provisional registration. Once it starts work, it must apply again for the regular registration, and the application must be in within six months of starting work.

The 1961 Act had a similar structure for applications made up to 31 March 2026, but the clocks were counted differently. Section 12A(1)(ac) fixed the timing: for a body whose activities had not commenced, at least one month before the start of the previous year relevant to the assessment year from which registration is sought; for a provisionally registered body, at least six months before the provisional registration expired or within six months of commencing activities, whichever was earlier (s.12A(1)(ac), Income-tax Act, 1961). Read the 1961 Act text itself if you are dealing with an application made before 1 April 2026.

Late applications and the 10-year option

Under the 2025 Act, the Commissioner can condone delay if there is reasonable cause (s.332(4)). If an application that falls under rows 3, 4, 5 or 7 of the Table is late and the delay is not condoned, the person is liable to tax on accreted income under section 352 (s.332(6)). That consequence is not attached to rows 1, 2 or 6.

If the applicant's total income, ignoring the exemption provisions, did not exceed five crore rupees in each of the two preceding tax years, the five-year validity becomes ten years for the cases in rows 3 to 7 of the Table (s.332(5), Income-tax Act, 2025).

How you apply

Rule 181 of the Income-tax Rules, 2026 sets one common application for registration (s.332) and approval (s.354):

• Form 104 for provisional registration or approval, to the Commissioner of Income Tax (CPC). On receipt, the CPC passes an order in Form 106 with a 16-digit Unique Registration Number.
• Form 105 for the other cases, to the Principal Commissioner or Commissioner with jurisdiction.

The application is filed electronically and verified by the person authorised to verify the return of income (r.181(3), Income-tax Rules, 2026). Form 104 is treated as invalid where activities have already commenced or the body is already registered under a specified provision (r.181(5)).

Step 3: donor-deduction approval ("80G")

Registration under step 2 does not by itself make donations deductible. Approval is a separate application.

Under the 2025 Act, a donation to an institution approved under section 354 earns the donor a deduction of 50% of the sum paid, if the institution is established in India for a charitable purpose and is a registered non-profit organisation approved under section 354 (s.133(1)(b)(ii), Income-tax Act, 2025). The aggregate of these donations is capped at 10% of adjusted gross total income (s.133(2)). For donations above ₹2,000, payment must be by a mode other than cash (s.133(5)).

To get section 354 approval, the organisation must meet these conditions (s.354(1), Income-tax Act, 2025):

• it is not expressed to be for the benefit of a particular religious community or caste;
• it is established in India for a charitable purpose and does not spend more than 5% of its total income in a tax year on religious purposes;
• its constitution does not allow transfer of assets for anything but a charitable purpose;
• it maintains regular accounts of receipts and expenditure;
• it files the prescribed donor statement and any correction statements; and
• it gives donors a certificate of the donation within the prescribed period.

The time limits mirror registration (s.354(2), Table). With activities not commenced: apply any time during the tax year from which approval is sought, order in one month from the end of the month of application, three tax years' validity. With activities commenced: six months from end of the quarter, five tax years. A provisional approval holder must apply within six months of commencing activities.

Under the 1961 Act, section 80G(5) set parallel conditions and its own application timings. For an application made before 1 April 2026, read that section as it then stood.

The sequence in one view

• Settle objects, name and the three-year budget estimate. Have the drafts certified by a professional (Form INC-14).
• File Form INC-12 with the attachments. Wait for the licence.
• On registration as a Section 8 company, apply for provisional registration and provisional approval under sections 332 and 354 of the Income-tax Act, 2025 (Form 104, which covers both).
• Start activities. Within six months of starting, apply for regular registration and approval (Form 105).
• Diarise the expiry. Renewal applications go in at least six months before expiry (s.332(3), Table, row 5; s.354(2), Table, row 5).

What not to do

• Do not start collecting donations on a promise of tax deduction before approval is granted. The deduction depends on the approval order.
• Do not change the objects clause without Central Government approval (s.8(4)(i), Companies Act 2013).
• Do not distribute profit to members. Section 8(1)(c) requires that the company intends to prohibit the payment of any dividend to its members.
• Do not let the provisional registration lapse. The six-month windows are fixed in the Table.
• Do not read a 1961 Act article for an application you are making now. Check whether the guidance is for the 1961 Act or the 2025 Act.

What to do now

• Next step: finalise objects, draft memorandum and articles, and the three-year estimate; get the Form INC-14 declaration (rule 19(3), Companies (Incorporation) Rules, 2014).
• Deadline: once activities begin, apply for regular registration within six months (s.332(3), Table, row 3, Income-tax Act, 2025).
• Consequence of missing it: if the late application is not condoned, tax on accreted income under section 352 applies (s.332(6), Income-tax Act, 2025).

Have a CA review your facts before you act or file.

Frequently asked questions

Do I need the Section 8 licence before applying for 12A?
The company must exist before it can apply, because the applicant is a company registered under section 8 (s.332(1)(c), Income-tax Act, 2025). So the licence and registration come first.

Is 12A the same as 332?
Section 12A and 12AB of the 1961 Act map to section 332 of the 2025 Act in the official mapping. The names changed; the idea of registering as a non-profit before claiming exemption did not.

Is 80G the same as 354?
Section 80G of the 1961 Act maps to sections 133, 332 and 354 of the 2025 Act. Section 133 is the donor's deduction; section 354 is the organisation's approval.

How long is the first registration valid?
For an organisation whose activities have not commenced, three tax years (s.332(3), Table, row 1, Income-tax Act, 2025). On the later regular registration, five tax years, or ten if the income test in s.332(5) is met (rows 3 to 7).

Can I apply for registration and approval in one go?
Yes. Rule 181 of the Income-tax Rules, 2026 provides a common application: Form 104 for the provisional stage and Form 105 for the rest.

Can the licence be taken away?
Yes. Section 8(6) of the Companies Act 2013 allows revocation for contravening section 8 or the licence conditions, or for fraudulent or public-interest-violating conduct, after a reasonable opportunity of being heard.

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See Also

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• Startup India (DPIIT) recognition rejected — what to fix and reapply
• LLP registration: real cost, FiLLiP fee by contribution, and stamp duty