Section 8 — Formation of companies with charitable objects, etc

(1) Where it is proved to the satisfaction
of the Central Government that a person or an association of persons proposed to be registered under this
Act as a limited company—
(a) has in its objects the promotion of commerce, a rt, science, sports, education, research, social
welfare, religion, charity, protection of environment or any such other object;
(b) intends to apply its profits, if any, or other income in promoting its objects; and
(c) intends to prohibit the payment of any dividend to its members,
the Central Government may, by licence issued in such manner as may be prescribed, and on such
conditions as it deems fit, allow that person or association of persons to be registered as a limited company
under this section without the addition to its name of the word “Limited”, or as the case may be, the words
“Private Limited”, and thereupon the Registrar shall, on application, in the prescribed form, register such
person or association of persons as a company under this section.
(2) The company registered under this section shall enjoy all the privileges and be subject to all the
obligations of limited companies.
(3) A firm may be a member of the company registered under this section.
(4) (i) A company registered under this se ction shall not alter the provisions of its memorandum or
articles except with the previous approval of the Central Government.
(ii) A company registered under this section may convert itself into company of any other kind only
after complying with such conditions as may be prescribed.

(5) Where it is proved to the satisfaction of the Central Government that a limited company registered
under this Act or under any previous company law has been formed with any of the objects specified in
clause (a) of sub-section (1) and with the restrictions and prohibitions as mentioned respectively in clauses
(b) and ( c) of that sub -section, it may, by licence, allow the company to be registered under this section
subject to such conditions as the Central Government deems fit and to change its name by omitting the
word “Limited”, or as the case may be, the words “Private Limited” from its name and thereupon the
Registrar shall, on application, in the prescribed form, register such company under this section and all the
provisions of this section shall apply to that company.
(6) The Central Government may, by order, revoke the licence granted to a company registered under
this section if the company contravenes any of the requirements of this section or any of the conditions
subject to which a licence is issued or the affairs of the company are conducted fraudulently or in a manner
violative of the objects of the company or prejudicial to public interest, and without prejudice to any other
action against the company under this Act, direct the company to convert its status and change its name to
add the word” Limited” or the words “Private Limited”, as the case may be, to its name and thereupon the
Registrar shall, without prejudice to any action that may be taken under sub-section (7), on application, in
the prescribed form, register the company accordingly:
Provided that no such order shall be made unless the company is given a reasonable opportunity of
being heard:
Provided further that a copy of every such order shall be given to the Registrar.
(7) Where a licence is revoked under sub -section (6), the Central Government may, by order, if it is
satisfied that it is essential in the public interest, direct that the company be wound up under this Act or
amalgamated with another company registered under this section:
Provided that no such order shall be made unless the company is given a reasonable opportunity of
being heard.
(8) Where a licence is revoked under sub -section (6) and where the Central Government is satisfied
that it is essential in the public interest that the company registered under this section should be
amalgamated with another company registered under this section and having similar objects, then,
notwithstanding anything to the contrary contained in this Act, th e Central Government may, by order,
provide for such amalgamation to form a single company with such constitution, properties, powers, rights,
interest, authorities and privileges and with such liabilities, duties and obligations as may be specified in
the order.
(9) If on the winding up or dissolution of a company registered under this section, there remains, after
the satisfaction of its debts and liabilities, any asset, they may be transferred to another company registered
under this section and having s imilar objects, subject to such conditions as the Tribunal may impose, or
may be sold and proceeds thereof credited to 1[Insolvency and Bankruptcy Fund formed under section 224
of the Insolvency and Bankruptcy Code, 2016 (31 of 2016)].
(10) A company registered under this section shall amalgamate only with another company registered
under this section and having similar objects.
(11) If a company makes any default in complying with any of the requirements laid down in this
section, the company shall, withou t prejudice to any other action under the provisions of this section, be
punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees
and the directors and every officer of the company who is in default shall b e punishable 2*** with fine
which shall not be less than twenty -five thousand rupees but which may extend to 3[twenty-five lakh
rupees]: