How to Register an NGO Trust Society Under MCA

A trust and a society are two separate legal structures for non-governmental organisations (NGOs) in India, and neither is directly registered under the Ministry of Corporate Affairs (MCA). Trusts are governed by the Indian Trusts Act, 1882 (for private trusts) or relevant state trust acts (for public charitable trusts). Societies are registered under the Societies Registration Act, 1860, at the state level. The MCA does not register trusts or societies; it registers companies under the Companies Act, 2013. However, an NGO can be registered as a Section 8 company under the MCA, which is a third structure often confused with trusts and societies.

A trust requires a minimum of two trustees (settlor and trustee) and is created through a trust deed. A society requires a minimum of seven members (or five in some states) and is formed through a memorandum of association and rules and regulations. Trusts are more flexible in management, while societies have a more democratic structure with elected governing bodies. For tax exemptions under Section 12A and 80G of the Income Tax Act, both structures must apply separately to the Income Tax Department, not the MCA.

No, you cannot register an NGO as a trust or society directly under the Ministry of Corporate Affairs (MCA). The MCA administers the Companies Act, 2013, and registers companies, including Section 8 companies (non-profit companies). Trusts and societies are registered at the state level under their respective state laws. For example, a public charitable trust is registered with the office of the Charity Commissioner or the Sub-Registrar of Assurances in the relevant state. A society is registered with the Registrar of Societies in the state where its registered office is located.

If you want an NGO structure that falls under MCA jurisdiction, you must register a Section 8 company. This requires filing Form INC-12 with the MCA, along with a memorandum of association, articles of association, and a declaration of objects. The process involves obtaining a Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the proposed directors. The MCA will scrutinise the application and may issue a license under Section 8 of the Companies Act, 2013. This structure is often preferred for NGOs seeking corporate credibility and access to foreign funding under FCRA.

To register a trust for an NGO, follow these steps under the Indian Trusts Act, 1882, or the relevant state trust act. First, choose a name for the trust that is not identical to an existing trust or trademark. Second, draft a trust deed on non-judicial stamp paper of appropriate value (varies by state, typically between ₹100 to ₹500). The trust deed must include the trust's name, address, objects (charitable purposes), names of trustees (minimum two), settlor, and beneficiary. It should also specify the trust's management structure and amendment procedures.

Third, execute the trust deed before a notary public or sub-registrar. For public charitable trusts, registration with the sub-registrar is mandatory in most states. Fourth, apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for the trust. Fifth, apply for registration under Section 12A of the Income Tax Act for tax exemption, and Section 80G for donor deduction benefits. Sixth, if the trust intends to receive foreign contributions, apply for FCRA registration with the Ministry of Home Affairs. The entire process can take 2-4 weeks for trust deed registration, with additional time for tax registrations.

To register a society for an NGO under the Societies Registration Act, 1860, follow these steps. First, convene a meeting of at least seven members (or five in some states) to pass a resolution for society formation. Second, prepare a memorandum of association (MoA) containing the society's name, objects, registered office address, and details of the governing body (president, secretary, treasurer, etc.). Third, draft rules and regulations covering membership, meetings, elections, and dissolution procedures. Both documents must be signed by all founding members.

Fourth, file the MoA and rules with the Registrar of Societies in the state where the registered office is located. The application must include a cover letter, affidavits from members, and proof of registered office (rent agreement or ownership documents). Fifth, pay the prescribed registration fee (varies by state, typically ₹50 to ₹500). Sixth, after verification, the Registrar issues a certificate of registration. Seventh, apply for PAN, TAN, Section 12A, Section 80G, and FCRA registration as applicable. The registration process takes 4-8 weeks, depending on the state's processing time.

After registering an NGO as a trust or society, ongoing compliance is mandatory under various laws. For trusts, annual compliance includes maintaining minutes of trustee meetings, filing income tax returns (ITR-7 for charitable trusts), and renewing Section 12A/80G registrations every five years. For societies, annual compliance includes holding an annual general meeting (AGM) within 15 months of the last AGM, filing annual returns with the Registrar of Societies (Form A in most states), and maintaining audited accounts. Both structures must file income tax returns even if income is exempt.

For NGOs registered as Section 8 companies under MCA, compliance is more rigorous. They must file annual financial statements (Form AOC-4) and annual returns (Form MGT-7) with the MCA, hold board meetings quarterly, and conduct an AGM within six months of the financial year end. They must also maintain a registered office, appoint an auditor, and comply with the Companies Act, 2013. Additionally, all NGOs receiving foreign contributions must file FCRA annual returns (Form FC-4) with the Ministry of Home Affairs. Non-compliance can lead to cancellation of registration, penalties, or prosecution.

If you are considering registering an NGO as a trust or society, consult a qualified chartered accountant or company secretary to determine the most suitable structure based on your objectives, funding sources, and state laws. They can assist with drafting documents, filing applications, and ensuring compliance with tax and regulatory requirements.

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This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.