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Microlesson · 5-min read

Effect of Registration and Section 8 (Not-for-Profit) Companies

# Effect of Registration & Section 8 Companies

## Effect of Registration (Section 9)

From the date of incorporation mentioned in the Certificate of Incorporation, the company becomes a body corporate and acquires:

1. Separate legal personality — distinct from its members

2. Perpetual succession — the company continues to exist regardless of changes in membership (death, insolvency, etc.)

3. Power to acquire, hold and dispose of property — in its own name

4. Capacity to contract — can enter into contracts

5. Right to sue and be sued — in its own name

6. Common seal (optional, on Board's discretion)

## Section 8 Companies — Not-for-Profit

A Section 8 company is one whose:

### Conditions

(a) Object is to promote — Commerce, Art, Science, Sports, Education, Research, Social Welfare, Religion, Charity, Protection of Environment, etc.

(b) Intends to apply its profits (or other income) in promoting these main objects.

(c) Prohibits payment of dividend to its members.

A license is granted by the Central Government (powers delegated to ROC) under Section 8.

## Grounds for Revocation of Section 8 License

The Central Government may revoke the license if the company:

1. Contravenes the requirements of Section 8

2. Contravenes the conditions subject to which the license was issued

3. Is conducting its affairs fraudulently

4. Conducts affairs in a manner prejudicial to public interest

On revocation, the company may be ordered to convert into a normal company or be wound up.

Worked example

### Example 1

Example — Perpetual Succession:

A company has three shareholders A, B and C. A dies, B sells his shares, and C goes bankrupt. The company continues to exist — its existence is independent of its members. This is perpetual succession.

### Example 2

Example — Section 8 Company:

'CleanIndia Foundation' is registered under Section 8 to promote environmental awareness. It earns ₹50 lakhs in donations and program fees. It cannot distribute dividend to its members; all profits must be ploughed back into environmental programs. If it starts paying dividends, the CG can revoke its license.

⚠️ Common exam mistakes

  • Thinking a Section 8 company cannot earn profits — it can, but cannot distribute them as dividend.
  • Confusing perpetual succession with immortality — the company can still be wound up; succession means it isn't affected by changes in membership.
  • Forgetting that Section 8 companies require a license from CG (now ROC) BEFORE incorporation.
  • Missing 'prejudicial to public interest' as a ground for revocation.
Bare-Act text Sections 8, 9 · Companies Act, 2013 · click to expand
Section 9 — Effect of registration; Section 8 — Formation of companies with charitable objects, etc.
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