Section 8 Companies (NGOs registered under the Companies Act, 2013) are formed for charitable objectives such as education, health, social welfare, environment, sports and research. Even though they enjoy tax benefits and regulatory relaxations, they must follow all annual compliances prescribed by the Ministry of Corporate Affairs (MCA).
Proper compliance ensures:
- Credibility and transparency
- Eligibility for grants and CSR funding
- Smooth renewal of 12A, 80G & FCRA
- Protection from penalties and disqualification of directors
The 2025 Edition Compliance Checklist below ensures that every non-profit organisation remains legally compliant and fully audit-ready throughout the year.
Key Legal Framework Governing Section 8 Annual Compliances
Annual compliance for Section 8 Companies is governed by:
- Companies Act, 2013
- Companies (Incorporation) Rules, 2014
- Companies (Accounts) Rules, 2014
- Companies (Management and Administration) Rules, 2014
- Income Tax Act, 1961 (ITR-7, 12A & 80G provisions)
- FCRA Regulations (if foreign contributions are received)
Since 2025, MCA has strengthened compliance monitoring through the V3 portal, making filings mandatory within due dates.
Annual Compliance Checklist for Section 8 Companies (2025 Edition)
Below is the structured and updated checklist for FY 2024-25:
Appointment & Regularisation of Directors
- File DIR-12 for appointment/resignation.
- Ensure each director has a valid DIN and is not disqualified.
- Obtain DIR-8 from all directors confirming that they are not disqualified under Section 164.
Holding of Board Meetings
- Minimum 2 Board Meetings per year.
- Gap between meetings: Minimum 90 days.
- Circulate minutes & maintain attendance registers.
Holding of Annual General Meeting (AGM)
- Mandatory to conduct AGM within 6 months from the end of the financial year.
- Agenda includes:
- Approval of financials
- Appointment of auditor
- Review of activities & future plans
Maintenance of Statutory Registers
A Section 8 Company must maintain:
- Register of Members
- Register of Directors & KMP
- Register of Charges
- Minutes Books (Board & AGM)
- Books of Accounts (for 8 years)
Preparation of Financial Statements
Financial statements must include:
- Balance Sheet
- Income and Expenditure Statement
- Receipts & Payments Account
- Notes to Accounts
Prepared as per Schedule III & audited annually.
Annual Return Filing (MGT-7)
- Mandatory annual return for small and Section 8 Companies
- File within 60 days of AGM
- Includes:
- Member details
- Directors’ details
- Activities undertaken
Filing of Financial Statements (AOC-4)
- File AOC-4 within 30 days of AGM
- Attach:
- Balance Sheet
- Income & Expenditure
- Audit Report
- Board Report
Director KYC Compliance (DIR-3 KYC)
- Mandatory for every director.
- Due date: 30th September each year.
- PAN, Aadhaar, mobile & email verification required.
Income Tax Return Filing -ITR-7
- Applicable for NGOs claiming exemption under Sections 11 & 12.
- Due date for FY 2024-25:
- 31 October 2025
Audit Requirements for Section 8 Companies
Audit is mandatory for every Section 8 Company registration, irrespective of its turnover, receipts, or donations.
Every Section 8 Company must get its books of accounts audited annually by a Chartered Accountant as per the Companies Act, 2013.
The Audit Report must be attached with Form AOC-4 (Financial Statements) and with ITR-7 at the time of income tax filing.
CSR Activities & Reporting (If Applicable)
If the Section 8 Company is a CSR Implementing Agency:
- Must maintain proper records of CSR projects
- Provide utilisation certificates
- Follow MCA CSR rules (2025 updates)
Renewal of Registrations – 12A, 80G, FCRA
- 12A & 80G Renewal:
Valid for 5 years → apply for revalidation before expiry. - FCRA Registration (if applicable):
Renew every 5 years, file annual FC-4 return by 31st December.
Additional Compliances Applicable to Section 8 Companies
Depending on operations, additional compliances may include:
- Professional Tax Registration & Returns
- Shop & Establishment Compliance
- EPF & ESIC Returns (if employees > threshold)
- CSR Form CSR-1 for acting as an implementing agency
Penalties for Non-Compliance
Non-compliance may lead to:
- Late filing fees (₹100 per day for MCA forms)
- Director disqualification (Section 164(2))
- Cancellation of 12A/80G exemption
- Heavy Income Tax penalties
- FCRA cancellation (if foreign funds involved)
How to Maintain 100% Compliance – Best Practices (2025)
- Maintain a compliance calendar
- Keep all documents in digital format
- Update MCA filings immediately
- Conduct internal audits twice a year
- Renew 12A/80G/CSR registrations on time
- Use professional secretarial support
Annual Compliance Checklist for Section 8 Companies (2025 Edition)
| Compliance Activity | Forms / Document | Due Date (FY 2024-25) | Description / Requirements |
| 1. Appointment / Resignation of Directors | DIR-12 | Within 30 days of event | File for appointment, resignation, or change in directors. |
| 2. Director Non-Disqualification Declaration | DIR-8 | Annual | Directors must confirm they are not disqualified under Sec 164. |
| 3. Board Meetings | Minutes & Attendance Register | Minimum 2 meetings per FY | Gap between meetings must be at least 90 days. |
| 4. Annual General Meeting (AGM) | AGM Minutes & Notices | On or before 30 September 2025 | Approve financials, auditor appointment, activity report. |
| 5. Statutory Registers Maintenance | Registers of Members, Directors, Charges | Ongoing | Must be updated regularly as per Companies Act. |
| 6. Books of Accounts | Ledger, Vouchers, Accounts | Ongoing | Maintain records for minimum 8 years. |
| 7. Preparation of Financial Statements | Balance Sheet, Income & Expenditure, Notes | Before AGM | Prepared as per Schedule III format. |
| 8. Filing of Financial Statements | AOC-4 | Within 30 days of AGM | Attach financials, Board Report & Audit Report. |
| 9. Filing of Annual Return | MGT-7 | Within 60 days of AGM | Annual return for Section 8 & small companies. |
| 10. Director KYC | DIR-3 KYC / KYC-Web | 30 September 2025 | Mandatory for every director with an active DIN. |
| 11. Income Tax Return Filing | ITR-7 | 31 Oct 2025 (audited) / 31 July 2025 (non-audited) | NGOs claiming exemption under Sec 11 & 12. |
| 12. Statutory Audit | Audit Report | Before filing AOC-4 & ITR | Mandatory irrespective of income/turnover. |
| 13. CSR Compliance (If Applicable) | CSR-1, CSR Reporting | Annual | For NGOs acting as CSR implementing agencies. |
| 14. Renewal of 12A & 80G | Form 10A / 10AB | Every 5 years | Must apply for revalidation before expiry. |
| 15. FCRA Annual Return (If Applicable) | FC-4 | 31 December 2025 | Only for NGOs receiving foreign contributions. |
| 16. Labour Compliance (If Applicable) | EPF, ESIC, PT Returns | Monthly / Annual | Applicable if employee count crosses threshold. |
Conclusion
Section 8 Companies enjoy multiple benefits, but staying compliant with MCA, Income Tax, and other authorities is essential. This 2025 Annual Compliance Checklist ensures your NGO builds trust, secures funding, and maintains transparency. If you have any doubt hire a legal consultant of Section 8 Company Registration in Haryana.
Frequently Asked Questions (FAQs)
Is audit mandatory for Section 8 Companies?
Yes, audit is compulsory irrespective of turnover.
Do Section 8 Companies file MGT-7 or MGT-7A?
They must file MGT-7.
What is the due date for AOC-4 filing?
Within 30 days of the AGM.
Is GST mandatory for Section 8 Companies?
Only if turnover exceeds the GST threshold.
Do we need to renew 12A & 80G?
Yes, every 5 years.
