NGO Registration in India: Trust, Society and Section 8 Company Guide
An NGO (non-governmental organisation) in India may operate through a charitable trust, a registered society or a not-for-profit company incorporated under Section 8 of the Companies Act, 2013. The appropriate structure depends on the organisation's objectives, governing arrangements, state law and proposed activities.
Three principal legal structures
| Feature | Charitable trust | Society | Section 8 company |
|---|---|---|---|
| Governing law | Applicable state public trust law and trust principles | Societies Registration Act, 1860 or applicable state legislation | Companies Act, 2013, Section 8 and relevant rules |
| Registration authority | Sub-Registrar, Charity Commissioner or prescribed authority, depending on state | Registrar of Societies or state authority | Registrar of Companies through MCA |
| Core documents | Trust deed, identity and address evidence, property/address documents as required | Memorandum, rules and regulations, founding members' particulars | Memorandum, articles, declarations, subscriber/director details and office evidence |
| Management | Trustees | Governing body or managing committee | Board of directors |
1. Registration of a charitable trust
A public charitable trust is generally constituted by a trust deed setting out its name, charitable purposes, trustees, powers, succession, property, governance and winding-up arrangements. Registration requirements vary by state. In Maharashtra, for example, the Maharashtra Public Trusts Act, 1950 provides a specific public-trust regulatory framework; other states have different laws and offices.
Typically, founders prepare and execute the deed on appropriate stamp paper, provide trustee identification and address details, and register the instrument or trust with the competent authority where required. Stamp duty and fees depend on state law and the instrument. Two trustees are often used in practice, but no universal two-person minimum applies to every trust in India. The deed determines appointment and succession, subject to applicable law.
2. Registration of a charitable society
A society is a membership-based entity usually established for charitable, educational, scientific, literary or other permitted purposes. Under the central Societies Registration Act, 1860, Section 1 contemplates seven or more persons associated for a permitted purpose; state amendments and replacement laws may change the applicable rules.
Founders normally submit a memorandum of association, rules and regulations, names and addresses of members, governing-body particulars, address proof, consents and other documents required by the state Registrar of Societies. Its governing body may include a president, secretary, treasurer and other elected or appointed office-bearers. State rules govern filings, renewal where applicable and changes in management.
3. Incorporation of a Section 8 company
Section 8 of the Companies Act, 2013 replaces the former Section 25 framework under the Companies Act, 1956. It permits a company established to promote commerce, art, science, sports, education, research, social welfare, religion, charity, environmental protection or similar objects, provided profits or other income are applied to those objects and dividends to members are prohibited.
A Section 8 company may be incorporated as a private or public company. A private company ordinarily requires at least two members and two directors; a public company ordinarily requires at least seven members and three directors, subject to applicable provisions. Thus the old blanket statement that every such company requires three members is incorrect.
Documents and incorporation procedure
- Choose charitable objects and a compliant name, typically using words such as Foundation, Association or similar permitted expressions.
- Arrange digital signatures and director identification as required.
- Prepare the memorandum and articles, subscribers' and directors' identity/address proofs, registered-office evidence, owner consent and prescribed declarations.
- Apply through the MCA SPICe+ incorporation service and linked forms, following the current Section 8 licensing process.
- After incorporation, maintain statutory registers, books, financial statements, audit and annual filings under the Companies Act.
The historical Forms 1A, 1, 18 and 32 are not the current incorporation route. The Section 8 licence is administered under the company-law framework; a separate Charity Commissioner registration is not automatically mandatory for every Section 8 company nationwide, although state public-trust laws may impose additional registration obligations.
Official reference: Ministry of Corporate Affairs and MCA incorporation FAQs.
4. Income-tax registration and donor deductions
NGO incorporation or trust/society registration does not itself confer an income-tax exemption. The former registration regime under Sections 12A, 12AA and 12AB and approval under Section 80G of the Income-tax Act, 1961 should be understood alongside the Income-tax Act, 2025, effective from 1 April 2026. For fresh applications under the new regime, the Income Tax Department identifies Form 104 for specified provisional non-profit registration applications under Section 332 and related provisions. Other approval and regular-registration forms depend on the organisation's status and application type.
Income exemption for eligible charitable institutions and deductions available to donors are separate legal questions. Section 80G was the donor-deduction provision under the 1961 Act; its corresponding approval framework must be checked under the law applicable to the relevant tax year. Donations do not become automatically tax-free to the NGO merely because a donor qualifies for a deduction. Existing approvals may continue subject to transitional provisions and compliance.
See the Income Tax Department guidance on Forms 104 and 106 and updated income-tax forms and transition FAQs.
5. Foreign contributions and FCRA
NGOs planning to accept foreign contributions must evaluate the Foreign Contribution (Regulation) Act, 2010 and its rules. Eligible associations ordinarily require FCRA registration or prior permission before accepting regulated foreign contributions. Registration of an NGO, Section 8 incorporation or income-tax approval is not a substitute for FCRA permission.
FCRA requirements include the designated receipt account at the State Bank of India, New Delhi Main Branch, prescribed reporting and renewal obligations, and other restrictions. The NITI Aayog NGO Darpan ID is also relevant to FCRA applications. Consult the Ministry of Home Affairs FCRA portal for current forms, eligibility and notifications.
6. Practical registration checklist
- Define charitable objects, beneficiaries and the geographical scope of operations.
- Choose the legal form after reviewing applicable state laws and governance needs.
- Identify founders, trustees, members or directors and secure their consent.
- Prepare a compliant trust deed, society memorandum and rules, or company memorandum and articles.
- Confirm the registered office, address evidence, fees and any stamp duty.
- Complete registration or incorporation and obtain PAN and necessary bank accounts.
- Review income-tax registration/approval, reporting, accounting, audit and donor-certificate obligations.
- Obtain FCRA registration or prior permission before receiving foreign contributions where applicable.
Frequently asked questions
Is Section 25 company registration still available?
New not-for-profit companies are incorporated under Section 8 of the Companies Act, 2013. Section 25 is the earlier 1956 Act terminology.
Does every NGO need seven founders?
No. Seven persons is the baseline associated with societies under the central 1860 Act; trusts and Section 8 companies have different formation rules, and state law matters.
Does NGO registration automatically provide tax exemption?
No. Tax benefits require satisfying the applicable income-tax law and obtaining relevant registration or approval where prescribed.
Can a newly formed NGO accept foreign donations?
Only if the applicable FCRA requirements are met, including prior permission where necessary. Ordinary NGO registration alone is insufficient.
This article is general information, updated for the legal framework applicable in October 2026. State-specific procedures and tax transitional rules should be checked with the relevant authority before filing.