A section 8 company is a company formed to promote a charitable or similar object, and its profits cannot be distributed. It can never be a small company, so it always files the full annual return. It also carries a second, entirely separate compliance calendar under the Income-tax Act and, where it receives foreign contribution, under the FCRA — and that second calendar is where section 8 companies most often come to grief.
On this page
▾Annual filings
▾Meetings
▾Documents to be drafted
▾Tax and accounting
▾Labour law
▾Event-based compliances
Annual filings with the Registrar of Companies
A section 8 company is excluded from the definition of a small company by proviso (B) to section 2(85), so Form MGT-7A is never available to it.
| # | Compliance | Due date |
|---|---|---|
| 1 | Form AOC-4 — the financial statements, together with the Board's Report and the auditor's report. | Within thirty days of the annual general meeting. If the accounts are not adopted, the unadopted accounts go in within thirty days and the adopted accounts within thirty days of the adjourned meeting |
| 2 | Form AOC-1, Form AOC-2 and the structured extracts of the Board's Report and the auditor's report. | Filed along with Form AOC-4 |
| 3 | Form MGT-7 — the annual return. | Within sixty days of the annual general meeting |
| 4 | Form MGT-8 — certificate of a Company Secretary in practice on the annual return, where paid-up capital is ₹10 crore or more, or turnover is ₹50 crore or more | Annexed to the annual return |
| 5 | Form MGT-14 — Board resolutions under section 179(3). | Within thirty days of the Board meeting |
| 6 | Form PAS-6 — half-yearly reconciliation of share capital, where the company has share capital and is within the dematerialisation mandate | Within sixty days of the end of each half year |
| 7 | Form DPT-3 — return of deposits, and of money received which is not treated as a deposit, as it stood on 31 March | On or before 30 June every year |
| 8 | Form MSME-1 — half-yearly return of amounts due to micro and small enterprise suppliers that have been outstanding for more than forty-five days | 31 October for April to September, and 30 April for October to March |
| 9 | Form DIR-3 KYC Web — know-your-customer confirmation by every person holding a DIN. | 30 June of every third financial year. A change in mobile number, email address or residential address must still be intimated within thirty days |
| 10 | Form ADT-1 — intimation of the appointment of the auditor. | Within fifteen days of the meeting at which the auditor is appointed |
| 11 | Form CSR-2 — report on corporate social responsibility, where section 135 applies. | After Form AOC-4, by the date notified for the year |
The Companies (Auditor's Report) Order, 2020 does not apply to a section 8 company.
The second calendar. These are not filings with the Registrar, but they fall due in the same months and they are the ones that put a section 8 company's registration at risk if they are missed. Form 10B or Form 10BB — the audit report of the trust or institution — by 30 September; Form 10B where income exceeds ₹5 crore, or foreign contribution has been received, or income has been applied outside India, and Form 10BB in every other case. Form ITR-7 by 31 October. Renewal of registration under section 12AB and under section 80G in Form 10AB, six months before expiry — the 12AB cycle is now ten years where income did not exceed ₹5 crore in each of the two preceding years, and five years otherwise, while the 80G cycle remains five years. Where the company is registered under the Foreign Contribution (Regulation) Act, 2010, the annual return in Form FC-4 is due by 31 December and the registration is renewed in Form FC-3C six months before it expires.
Board meetings and the annual general meeting
A section 8 company has its own relaxations, given by notification G.S.R. 466(E) dated 5 June 2015 as amended in 2017. They are conditional: a company that has defaulted in filing its financial statements or its annual return loses them.
| # | Meeting or obligation | Requirement |
|---|---|---|
| 1 | Board meetings | At least one meeting within every six calendar months, in place of the four meetings required by section 173(1) |
| 2 | Notice of a Board meeting | Seven days, with the agenda and notes |
| 3 | Quorum for a Board meeting | One-third of the total strength or two directors, whichever is higher |
| 4 | Annual general meeting | Within six months of the close of the financial year, and not more than fifteen months after the previous one. The first meeting is held within nine months of the close of the first financial year |
| 5 | Notice of the annual general meeting | Fourteen days instead of twenty-one, and the accounts and reports are also sent fourteen days before. The meeting may be held on a national holiday, outside business hours, and at a place outside the locality of the registered office |
| 6 | Secretarial Standards | SS-1 does not apply to a section 8 company |
Documents required to be drafted
Several of these are drafted every year but are never filed with the Registrar. They are kept at the registered office, and they are the first things a Registrar, an inspecting officer or a due diligence team asks to see. The absence of a properly dated MBP-1 or DIR-8, or of minutes entered within time, is one of the most common findings in a secretarial audit.
| # | Document | When |
|---|---|---|
| 1 | Form MBP-1 — every director's notice of interest in other bodies corporate, firms and concerns. | At the first Board meeting of every financial year, and again on any change |
| 2 | Form DIR-8 — each director's declaration that he is not disqualified under section 164(2). | At the first Board meeting of every financial year, and on appointment or re-appointment |
| 3 | Notice, agenda and notes on agenda for every Board meeting | At least seven days before each meeting |
| 4 | Notice of the annual general meeting with the explanatory statement under section 102, the proxy form MGT-11, the attendance slip and, where a poll or postal ballot is used, the ballot in Form MGT-12 | 14 clear days before the meeting |
| 5 | Financial statements in the form prescribed by Schedule III — balance sheet, statement of profit and loss, statement of changes in equity and the notes, together with the cash flow statement | Before the accounts are adopted |
| 6 | Consolidated financial statements, where the company has a subsidiary, an associate or a joint venture — section 129(3) | With the standalone financial statements |
| 7 | Board's Report, including the Directors' Responsibility Statement under section 134(5), and the disclosures on conservation of energy, technology absorption and foreign exchange, on risk management, on the annual evaluation and on complaints under the POSH Act and the Maternity Benefit Act | Approved by the Board along with the accounts |
| 8 | Form AOC-1 — statement of the salient features of subsidiaries, associates and joint ventures, and Form AOC-2 — particulars of contracts with related parties. | Annexed to the Board's Report |
| 9 | Auditor's report, and the report under the Companies (Auditor's Report) Order, 2020 where that Order applies | With the financial statements |
| 10 | Annual report on corporate social responsibility, where section 135 applies | Annexed to the Board's Report |
| 11 | Board resolutions approving the financial statements and the Board's Report, appointing or re-appointing the auditor, calling the general meeting and authorising the signatories | At the Board meeting at which the accounts are approved |
| 12 | Minutes of every Board meeting, committee meeting and general meeting, signed and kept in the minutes book | Entered within thirty days of the meeting |
| 13 | Documents relating to dividend — the declaration, the unpaid dividend account and the statement of unclaimed amounts placed on the website, where a dividend is declared | Within the timelines in sections 123 and 124 |
Statutory registers and records to be maintained
- Register of members in Form MGT-1, with the index where there are more than fifty members — section 88(1)(a) and rule 3 of the Companies (Management and Administration) Rules, 2014. Kept permanently.
- Register of debenture holders or other security holders in Form MGT-2 — section 88(1)(b) and (c).
- Register of renewed and duplicate share certificates in Form SH-2, register of sweat equity in Form SH-3, register of employee stock options in Form SH-6 and register of shares bought back in Form SH-10, where any of these arise.
- Register of charges in Form CHG-7, together with the instruments creating each charge — section 85(1). The register is kept permanently; the instruments for eight years from satisfaction.
- Register of directors and key managerial personnel and of their shareholding — section 170(1).
- Register of loans, guarantees, security and investments in Form MBP-2 — section 186(9); register of investments not held in the company's own name in Form MBP-3; and the register of contracts and arrangements in which directors are interested in Form MBP-4 — section 189(1).
- Register of significant beneficial owners in Form BEN-3 — section 90(2).
- Books of account and the vouchers supporting them, kept for eight financial years — section 128(5).
- Minutes books for Board meetings, committee meetings and general meetings, kept permanently, and the attendance registers for eight years — section 118 read with Secretarial Standards SS-1 and SS-2.
- Copies of every return and form filed with the Registrar, kept for eight years — section 94(1).
Taxation and accounting compliances
Alongside the filings with the Registrar, the following tax and accounting compliances commonly apply. Which of them actually bite depends on turnover, on the nature of the receipts and on registration under the respective statute.
| # | Compliance | Due date |
|---|---|---|
| 1 | Form ITR-7 — return of income of the institution | 31 October following the financial year |
| 2 | Form 10B or Form 10BB — audit report of the trust or institution. | 30 September |
| 3 | Form 10AB — renewal of registration under section 12AB and under section 80G | Six months before expiry of the existing registration |
| 4 | Form 10BD and Form 10BE — statement of donations received and the certificate issued to each donor, where the company is registered under section 80G | 31 May following the financial year |
| 5 | GST returns — GSTR-1 monthly (11th of the following month) or quarterly under QRMP (13th of the month after the quarter), and GSTR-3B monthly (20th) or quarterly (22nd or 24th, depending on the State group). | Monthly or quarterly, as opted |
| 6 | GSTR-9 — GST annual return, where aggregate turnover exceeds ₹2 crore | 31 December following the financial year |
| 7 | GSTR-9C — self-certified reconciliation statement, where aggregate turnover exceeds ₹5 crore | 31 December following the financial year |
| 8 | TDS returns — Form 24Q (salary), 26Q (resident non-salary) and 27Q (non-resident), by every person holding a TAN | 31 July, 31 October, 31 January and 31 May |
| 9 | TCS return — Form 27EQ, by every person liable to collect tax at source | 15 July, 15 October, 15 January and 15 May |
| 10 | Monthly deposit of TDS and TCS | 7th of the following month; 30 April for March |
| 11 | TDS and TCS certificates — Form 16 (salary), Form 16A and Form 27D | Form 16 by 15 June; Form 16A and 27D within 15 days of the return due date |
| 12 | Advance tax — where the tax liability for the year is ₹10,000 or more, in instalments of 15, 45, 75 and 100 per cent of the estimated liability | 15 June, 15 September, 15 December and 15 March |
Dates are those applicable to the financial year 2025-26 (assessment year 2026-27). The Income-tax Act, 2025 replaces the 1961 Act from tax year 2026-27, and the section numbers in every tax checklist will change from that year — the dates above are stated on the 1961 Act as it applies to this cycle.
Labour law compliances and their applicability
Labour law obligations are triggered by headcount and by wage levels rather than by the form of the entity, so the same table applies whether the employer is a company, an LLP, a firm or a proprietor. The threshold column is what decides whether a line applies at all.
| # | Compliance | Applies to |
|---|---|---|
| 1 | Employees' Provident Fund — monthly ECR and remittance of contributions at 12 per cent by each of employer and employee. Paid by the 15th of the following month. | Establishments employing 20 or more persons. Mandatory coverage up to a wage of ₹15,000 a month; voluntary coverage is possible below the threshold |
| 2 | Employees' State Insurance — monthly contribution and challan at 3.25 per cent (employer) and 0.75 per cent (employee), by the 15th of the following month, and the half-yearly return of contributions where the region still requires it | Establishments employing 10 or more persons (20 in some States for shops). Covers employees drawing wages up to ₹21,000 a month, or ₹25,000 for a person with disability |
| 3 | POSH — constitution of the Internal Committee, a policy, and an awareness and training programme | Every workplace with 10 or more employees, counting all workers of every description. Members hold office for a maximum of three years and must then be reconstituted |
| 4 | POSH annual report to the District Officer, and the disclosure of the number of complaints in the Board's report | Every employer that is required to have an Internal Committee. |
| 5 | Payment of Bonus — payment of the annual bonus and the annual return in Form D | Establishments employing 20 or more persons, for employees drawing up to ₹21,000 a month. Bonus is payable within eight months of the close of the year |
| 6 | Payment of Gratuity — payment on the event, and the notices in Forms A, B and C | Establishments employing 10 or more persons. Payable after five years of continuous service, and after one year for a fixed-term employee |
| 7 | Maternity Benefit — 26 weeks of paid leave, and the registers and returns under the State rules | Establishments employing 10 or more persons. A creche is required at 50 or more |
| 8 | Professional tax — enrolment, registration and the periodic return | Only in the States that levy it — Maharashtra, Karnataka, West Bengal, Tamil Nadu, Andhra Pradesh, Telangana, Gujarat, Madhya Pradesh, Odisha, Kerala, Assam and others. It is not levied in Delhi, Uttar Pradesh, Haryana, Rajasthan or Punjab |
| 9 | Shops and Establishments — registration and, where the State requires it, renewal | Every shop and commercial establishment, from the day it commences. Registration within 30 days; renewal cycles run from one year to lifetime depending on the State |
| 10 | Contract labour — registration of the principal employer, licensing of the contractor, and the periodic returns | Where 20 or more contract workers are engaged (the threshold is 50 under the Occupational Safety, Health and Working Conditions Code, 2020) |
| 11 | Minimum wages — payment at not less than the notified rate, with the variable dearness allowance revision | Every scheduled employment. Central revisions usually take effect on 1 April and 1 October; State cycles differ |
Headcount thresholds are counted across the establishment, not the entity, and several of them are State-specific. Where an entity operates from more than one State the position must be tested State by State.
The four Labour Codes are now in force. The Code on Wages, 2019, the Industrial Relations Code, 2020, the Occupational Safety, Health and Working Conditions Code, 2020 and the Code on Social Security, 2020 were brought into force on 21 November 2025, and the Central Rules were notified in May 2026. The Employees' State Insurance Act, the Payment of Bonus Act, the Payment of Gratuity Act and the Maternity Benefit Act stand subsumed into the corresponding chapters of the Code on Social Security; the Employees' Provident Funds Act was preserved by a corrigendum issued in December 2025 pending a further notification. In practice the EPFO and ESIC portals, forms and dates continue as before, so the table above still describes what has to be done. The change that matters most is the new definition of wages, under which basic pay and dearness allowance must be at least half of total remuneration — it re-bases provident fund, gratuity, bonus and leave encashment for almost every employer. State rules remain incomplete in several States.
Event-based compliances
Everything set out above recurs every year. Separately from these, a section 8 company attracts event-based compliances — obligations that arise only when something particular happens, and that usually carry a short deadline running from the date of the event itself rather than from the close of the financial year.
These are not listed here, and deliberately so. They run to a very long list, they depend
entirely on what has actually happened, and a general page cannot tell you which of them apply
to you. Typical triggers include a change in the persons in charge, a change in capital or in
the constitution, the creation or satisfaction of security over assets, a change of address, the
approval of a transaction of a kind that requires prior consent, and the acquisition or disposal
of an interest by a person who has to be reported to the Registrar of Companies. Several of them carry a filing
window of 15 or 30 days, and the additional fee for filing late can be many times the
normal fee.
If an event of this kind has occurred, or is being planned, the position should be checked before the deadline rather than after it. Please write to us with what has happened and we will tell you what has to be filed and by when.
These are the major compliances applicable to a section 8 company. They are not the whole of the law.
This checklist is general. It sets out the filings, meetings, documents and returns that apply to
most Section 8 Companys in the ordinary course. Apart from these, there may well be further compliances
that apply to you — because of the sector you operate in, the licences you hold, the States
you operate from, the composition of your ownership, a foreign shareholder or lender, a
registration you have taken under a special statute, or simply because of something that has
happened during the year. Thresholds and due dates also change from year to year, and a date that
is right for one financial year may not be right for the next.
Please do not treat this page as advice on your own facts. Before you rely on it, have the position checked against your own constitution documents, your last filed accounts and your actual figures for the year. We would be glad to do that for you.
Have your position checked
Tell us what the entity is and we will confirm exactly which of these apply to you this year, what is already overdue, and what it will cost to put right.
Prepared by MPS & Associates, Company Secretaries, on the law as it stood on 3 August 2026, by reference to the Ministry of Corporate Affairs, the Securities and Exchange Board of India, BSE Limited, the National Stock Exchange of India Limited, the Reserve Bank of India, the Central Board of Direct Taxes and the Goods and Services Tax Network, as applicable. Statutes, rules, thresholds and due dates change. Nothing on this page is professional advice, and no professional relationship arises from reading it. Please see our Disclaimer.