Section 8 Company Compliance: ROC Filings, Audit and ITR-7
Section 8 company compliance runs on two rulebooks: the Companies Act, 2013 for board meetings, the AGM, audit, AOC-4 and MGT-7, and the Income-tax Act for registration, ITR-7 and donor reporting. Miss either and the licence or the exemption is at risk. For FY 2025-26, ITR-7 is due by 21 November 2026 after the CBDT extension.
What it is
A Section 8 company is licensed by the Central Government under Section 8 of the Companies Act, 2013 to promote objects such as education, social welfare, charity or the environment. It must apply its profits and other income to those objects, and it cannot pay a dividend to its members. In return, it registers without “Limited” in its name.
Section 8 company compliance is the yearly work that keeps two things alive: the licence and the tax exemption. Two portals, two calendars: company-law filings go on the MCA V3 portal, tax filings on the Income Tax e-filing portal. From 1 April 2026, registration (the old 12A) sits in section 332 of the Income-tax Act, 2025 and donation approval (the old 80G) in section 354. FY 2025-26 returns still follow the Income-tax Act, 1961.
Who it applies to
Hold a Section 8 licence? Follow the ROC calendar
The calendar starts in year one: the first board meeting falls within 30 days of incorporation. Still at the planning stage? Our Section 8 company registration team sets up the licence and the first-year calendar together.
Registered under section 332 (12A)? Add the tax layer
Tax registration adds an audit report, ITR-7 and a renewal date to watch. Approval under section 354 (80G) adds a donation statement every May.
Taking CSR or foreign money? Register first
Say a Faridabad Section 8 company runs a skill-training centre, and a local manufacturer wants to fund it from CSR. An independent agency like this needs 12A, 80G and a CSR-1 number before the first rupee arrives. Foreign donations need FCRA registration or prior permission first.
Why it matters
Keep the licence safe
Section 8(6) lets the Central Government revoke the licence for breaking the section or its conditions, for fraud, or for acting against the public interest.
Keep your surplus tax-free
A registered company that applies or accumulates at least 85% of the year’s income for its objects has nil taxable regular income. A lapsed registration ends that protection.
Pass the donor and CSR checks
Donors’ deductions are matched against your Form 113 statement, so a missed statement costs them the deduction. A company choosing a CSR partner looks for 12A, 80G and CSR-1.
Licence conditions to keep every year
These conditions come with the licence, and Sections 8(6) and 8(11) punish any breach. We test them each year before the accounts are signed.
| Condition | Where it comes from |
|---|---|
| Work only towards the objects in your memorandum | Section 8(1)(a) |
| Apply profits and other income only to promoting those objects | Section 8(1)(b) |
| Pay no dividend to members | Section 8(1)(c) |
| Change the memorandum or articles only with the Central Government’s prior approval | Section 8(4) |
| Amalgamate only with another Section 8 company with similar objects | Section 8(10) |
| On winding up, surplus assets may pass to a Section 8 company with similar objects | Section 8(9) |
Documents required
Pull from the books
- Balance sheet and income and expenditure account
- Bank statements, including any FCRA account
- Donation register with donor details for Form 113
- CSR grant agreements and utilisation records, if any
Collect from the board
- Minutes of board meetings and the last AGM
- Auditor’s appointment resolution and ADT-1
- DIN and DIR-3 KYC status of every director
- A valid digital signature certificate for the signing director
Gather from the tax file
- Section 332 or earlier 12A/12AB registration order, with its expiry date
- 80G or section 354 approval order
- Form 26AS and AIS
- CSR-1 and FCRA certificates, if held
How it works
Check the licence, registrations and past filings
We read your memorandum and licence, then pull your filing history from the MCA V3 portal and your registration orders from the Income Tax e-filing portal. That shows what is pending and when each registration expires.
Close the books and finish both audits
The accounts are audited under the Companies Act first. For a registered company, the same accounts feed the income-tax audit report: Form 10B or 10BB for FY 2025-26, Form 112 from tax year 2026-27. In practice, one clean year-end close serves both audits.
Hold the AGM and file AOC-4 and MGT-7
The AGM adopts the accounts by 30 September. We then file AOC-4 within 30 days and MGT-7 within 60 days through our annual compliance filing service.
File ITR-7 and the donation statement
ITR-7 goes on the Income Tax e-filing portal. Form 113 follows by 31 May, and the portal generates Form 114 certificates for donors.
Diary renewals, KYC and the next board meeting
We track the renewal dates of your section 332 registration and section 354 approval, each director’s DIR-3 KYC, and the board-meeting window.
Timelines
Hold the AGM by 30 September
That is six months from the year-end. AOC-4 follows within 30 days of it, MGT-7 within 60.
Meet the extended FY 2025-26 tax dates
CBDT’s announcement of 28 September 2026 moved the audit report to 21 October 2026 and the return to 21 November 2026.
Apply for renewal six months early
Form 105 goes in at least six months before registration expires. Forms 113 and 114 are due each year by 31 May.
Section 8 compliance calendar
| Filing or event | What it covers | Due | Next date |
|---|---|---|---|
| Board meeting | Relaxed Section 8 schedule | At least one within every six calendar months | Rolling |
| AGM | Adopts the year’s accounts | 30 September | 30 September 2027 (FY 2026-27) |
| AOC-4 | Financial statements | Within 30 days of the AGM | 30 October 2026 (AGM on 30 September) |
| MGT-7 | Annual return | Within 60 days of the AGM | 29 November 2026 (AGM on 30 September) |
| Form 10B or 10BB | Income-tax audit report, FY 2025-26 | Extended by CBDT | 21 October 2026 |
| ITR-7 | Income-tax return, FY 2025-26 | Extended from 31 October | 21 November 2026 |
| Forms 113 and 114 | Donation statement and donor certificates | 31 May | 31 May 2027 |
| DIR-3 KYC | Each director’s KYC | Once every three financial years | 30 June after the third year |
This month: the audit report is due on 21 October 2026, and AOC-4 on 30 October 2026 if your AGM was on 30 September. Late AOC-4 or MGT-7 costs ₹100 a day in additional fee, and the CCFS-2026 relief scheme ended on 31 August 2026.
What happens if a Section 8 company defaults
Lose the licence
Under Section 8(6), the Central Government can revoke the licence after a hearing, and the company then adds “Limited” or “Private Limited” to its name. Under Section 8(7), it can also be wound up or amalgamated with another Section 8 company.
Pay heavy fines and penalties
Section 8(11) sets a fine of ₹10 lakh to ₹1 crore on the company and ₹25,000 to ₹25 lakh on each director and officer in default. The Companies (Amendment) Act, 2020 removed the jail term from 21 December 2020, but proven fraud attracts Section 447. Late AOC-4 and MGT-7 add penalties under Sections 137 and 92.
Lose the relaxations and the exemption
A Ballabgarh education company that skipped AOC-4 for one year has defaulted under Section 137 and loses the relaxed board-meeting rules. Three years without these filings disqualifies directors for five years under Section 164(2)(a). Failing to renew tax registration in time can trigger tax on accreted income under section 352.
Frequently asked questions
What are the annual compliances for a Section 8 company?
Every Section 8 company holds at least one board meeting within every six calendar months, an AGM by 30 September and a statutory audit, then files AOC-4 and MGT-7 within 30 and 60 days of the AGM. With section 332 registration (the old 12A) it also files ITR-7, and with 80G approval, Form 113 by 31 May. We keep it all on one calendar.
How many board meetings must a Section 8 company hold?
At least one within every six calendar months, under exemption notification G.S.R. 466(E) of 5 June 2015, instead of the usual four a year. Quorum is eight members or 25% of the board’s total strength, whichever is less. Here is the catch: since 13 June 2017, these relaxations apply only if the company has not defaulted in filing its financial statements or annual return. File on time and they stay yours.
Does a Section 8 company file MGT-7 or MGT-7A?
MGT-7, always. Form MGT-7A is only for One Person Companies and small companies, and Section 2(85) keeps Section 8 companies out of the small-company definition, whatever their size. So even a modest Section 8 company files the full MGT-7 within 60 days of its AGM. We prepare it from your registers, so the form matches your accounts.
Is audit compulsory for a Section 8 company?
Yes. The board appoints the first auditor within 30 days of incorporation, and the first AGM appoints one to hold office until the sixth AGM, with ADT-1 filed within 15 days. A company registered under section 332 also needs an income-tax audit report once its income before exemption exceeds the maximum amount not chargeable to tax. We run both audits from one set of books.
Which ITR does a Section 8 company file, and by when?
ITR-7, if it is registered under section 332 (the old 12A) and claims the exemption; without that registration it files ITR-6 like any other company. For FY 2025-26, the CBDT announcement of 28 September 2026 moved the return to 21 November 2026 and the audit report to 21 October 2026. We finish the audit report first, so both dates are met.
Does our 12A and 80G registration need renewal?
Yes. Regular registration under section 332 lasts five tax years, or ten on renewal if total income before exemption stayed within ₹5 crore in each of the two preceding tax years. Apply in Form 105 at least six months before expiry. Approval under section 354 (the old 80G) lasts five tax years. Certificates valid on 1 April 2026 run to their original expiry, and we diary yours.
Do we need CSR-1 to receive CSR funds?
Yes. Since 1 April 2021, Rule 4 of the Companies (CSR Policy) Rules, 2014 requires every implementing agency to register with the Central Government by filing Form CSR-1. An independent Section 8 company also needs registration under 12A and approval under 80G to qualify. Expect the funding company to ask for all three. We file CSR-1 as soon as your tax registrations are in place.
Can a Section 8 company accept foreign donations?
Only after registration or prior permission from the Ministry of Home Affairs under the Foreign Contribution (Regulation) Act, 2010. A Palwal Section 8 company running a rural clinic, offered a grant from abroad, must wait for it. The money then lands in the FCRA account at SBI’s New Delhi Main Branch, and no more than 20% can go on administrative expenses. The annual return goes in Form FC-4. We check eligibility before any donor commits.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Ready to begin?
Send us your licence, last year’s filings and your registration orders. We will map the year’s due dates and clear pending filings first.