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Can A Foreign Company Be Incorporated As Section 8 Company

Foreign Company Be Incorporated As A Section 8 Company

India is an attractive choice for investment due to its advantageous combination of affordable production expenses and substantial domestic demand.

Section 8 Companies and NPOs

A Section 8 company is a form of non-profit entity that strives to advance diverse objectives like education, philanthropy, culture, science, athletics, societal betterment, trade, and ecological preservation. Any earnings generated by these organizations cannot be distributed as profits to their members; instead, they must be allocated to charitable endeavors.

These companies receive an official recognition of incorporation from the government and are obligated to adhere to the guidelines established by the government. Non-compliance with these regulations could lead to governmental interventions against both the company and its members.

Foreign Companies

A foreign corporation is an entity that is registered outside India but maintains a presence within the country, either through a representative or directly, either physically or online.

Traits of a Section 8 Company

Section 8 companies exhibit distinct characteristics that distinguish them from other forms of companies:

  • Limited Liability: Members of a Section 8 company bear restricted liability for its activities.
  • Special Benefits: Due to their nonprofit nature, Section 8 companies are eligible for several advantages and exemptions as outlined in Sections 12AA and 80G of the Income Tax Act, 1961.
  • Charitable Objectives: The core objective of a Section 8 company is to advance diverse causes such as culture, sports, spirituality, social welfare, philanthropy, research, and environmental conservation.
  • Absence of Minimum Share Capital Requirement: Unlike other corporate entities, Section 8 companies are not obligated to maintain a minimum share capital.

Modes of Doing Business in India

There are various methods of conducting business in India, including:

  • Joint Venture (JV)

A joint venture (JV) occurs when international businesses collaborate with a local company. This process usually entails the execution of a Memorandum of Understanding (MOU) or a Letter of Intent, followed by the establishment of a JV contract.

  • Wholly Owned Subsidiary

In a wholly owned subsidiary, foreign companies are required to make 100% FDIs investment within a local company through the automatic course of the Reserve Bank of India.

  • Subsidiary Company

International corporations might possess a minimum of 50.01% ownership in a domestic enterprise, commonly termed a subsidiary firm.

  • Foreign Company

International corporations have the option to utilize the provisions of the Company Act to set up a business presence in India through different methods, including Liaison Office, Branch Office, and Project Office.

The Role of RBI in Establishing a Foreign Company

The Reserve Bank of India approves the movement of funds within the country for the purpose of foreign direct investments (FDIs) while adhering to the regulations issued by the RBI under the Foreign Exchange Management Act.

Eligibility for Section 8 Company Registration

A collective or an individual has the opportunity to seek registration as a Section 8 company provided their outlined goals align with the expectations of the central government:

  • To advance activities such as trade, culture, athletics, spirituality, exploration, societal betterment, philanthropy, etc.
  • To channel generated profits or income towards the advancement of these specified aims.
  • To abstain from distributing bonuses or additional benefits to members or associates.

Benefits of Incorporating a Section 8 Company

A Section 8 company enjoys a strong reputation for its reliability within the realm of charitable organizations and similar groups. This reputation is attributed to its rigorous adherence to regulations, which in turn lends credibility and confidence to the company’s goals and intentions. Such companies are dedicated to employing methods that offer a precise portrayal of their operations to both their internal team and external stakeholders.

Number of Board Directors in a Section 8 Company

According to Section 149(1) of the Companies Act, public limited companies are permitted to appoint a maximum of three directors, while private limited companies can have up to two directors. However, there are no specific requirements for the minimum or maximum number of directors in Section 8 companies.

In certain types of companies, the second proviso to Section 149(1) allows the inclusion of female directors.

The presence of directors in a Section 8 company does not contribute to the count of directors when considering the statutory limit of 20 directors as specified in the Companies Act, as stated in Section 165.

Section 149(3) dictates that a Section 8 company is allowed to have a single resident director at the most. A resident director is an individual who has spent a minimum of 182 days or more in India during the previous calendar year.


Foreign corporations have the opportunity to hold directorial positions within an Indian Section 8 company, given they possess a legitimate Director ID. However, it’s a requirement that at least one director holds Indian citizenship. For a Section 8 company that’s privately limited, membership is capped at 200 individuals, but in the case of a publicly limited Section 8 company, there are no set limitations.

For international companies aiming to operate within India, it’s mandatory to establish a physical presence within the country. Additionally, they need to secure approval from the government or the Reserve Bank of India (RBI) to inaugurate a branch office, liaison office, or project office.

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