Form INC-31: Complete Guide to e-AOA for Section 8 Companies on MCA Portal

What is Form INC-31 (e-AOA for Section 8 Companies)? link

Form INC-31 is the electronic web form used to file the Articles of Association (AOA) specifically for Section 8 companies and Part I Section 8 companies on the MCA portal. It is governed by Section 5 of the Companies Act, 2013 and the rules made thereunder, read with Schedule I.

The AOA sets out the internal governance rules for a company. For Section 8 (not-for-profit) companies, the AOA must align with the charitable or social objectives of the entity and the conditions of the licence granted under Section 8.

Important: For all other companies (Private, Public, OPC, Producer, etc.), the applicable AOA form is INC-34 (not INC-31).

When is INC-31 Filed? link

1. At the time of Incorporation of a Section 8 Company Filed as a linked form to SPICe+ Part B, when total first subscribers are 7 or fewer. If subscribers exceed 7, or non-individual subscribers are based outside India, or individual foreign subscribers don’t hold a valid business visa, the AOA must be attached as a PDF in SPICe+ Part B.

2. For Subsequent Alteration of AOA Filed as a linked form to:

• SH-7 (Alteration of share capital)
• MGT-14 (Filing of resolutions)
• INC-12 (Application for licence under Section 8)
• INC-27 (Conversion of company)

Important Checkpoints Before Filing link

• Register on MCA portal before filing
• All subscribers must have an approved DIN, PAN, or valid Passport number
• The signing DIN must not be flagged for disqualification
• The practising professional witnessing the subscription must have a valid membership number
• SPICe+ Part B must be submitted before accessing INC-31 (for incorporation)
• ‘Type of company’ selected in SPICe+ Part A must be ‘Section 8 / Part I Section 8 Company’
• Total first subscribers must be ≤ 7 for the linked form route
• DSC must be registered on MCA portal against correct DIN/PAN/Membership number
• DSC must be valid, non-expired, and non-revoked

For individual subscribers with nationality other than India, DSC conditions are relaxed if the AOA is attached as a PDF in SPICe+ Part B.

Step-by-Step Filing Process link

For Incorporation (linked to SPICe+ Part B) link

1. Login to MCA portal
2. Go to Application History → SPICe+ application with status ‘Draft’ or ‘SPICe+ Part A Approved’
3. Open Form No. INC-31 (e-AOA)
4. Fill up the form
5. Optionally save as draft
6. Submit
7. Affix DSC on the generated PDF
8. Upload DSC-affixed PDF on MCA portal
9. File along with SPICe+ Part B

For Subsequent Alteration (SH-7 / MGT-14 / INC-12 / INC-27) link

Option 1 — Via MCA Services Menu:

1. Login → MCA Services → E-Filing → Company Forms Download
2. Access the relevant parent form
3. Enter CIN (auto-populated for company users; searchable for professionals)
4. Fill the parent form and click ‘Save and Continue’ to access e-AOA
5. Fill INC-31 details, submit, affix DSC, and upload

Option 2 — Via MCA Search Bar: Search for the parent form and proceed from step 3 above.

Resubmission Process link

For Incorporation: link

1. Access SPICe+ with status ‘Resubmission Required’ from Application History
2. Update INC-31, submit, affix DSC
3. Upload DSC-affixed PDF within 15 days from the BO’s date of marking resubmission

Daily SMS and email reminders are sent if the upload is not completed within 24 hours of the SRN update, continuing for up to 15 days.

For Subsequent Alterations: link

• Access the parent form (SH-7 / MGT-14 / INC-12 / INC-27) with ‘Resubmission Required’ status, or
• Click the link in the resubmission email
• Update INC-31 details, submit, affix DSC, and upload

Field-Level Instructions link

Company Name link

Section 12: Subscriber Details link

• Displayed only when linked to SPICe+ Part B
• Pre-filled from SPICe+ Part B (name, address, description, occupation)

DSC Field link

• Displayed only when linked to SPICe+ Part B
• Disabled in case of: non-individual foreign subscribers (Country Code ≠ ‘IND’), AOA attached as PDF in SPICe+ Part B, or resubmission code R01 selected by BO

Witness Details (Signed before Me) link

• Displayed only when linked to SPICe+ Part B
• ACA members: membership number is mandatory
• Others: DIN/PAN/Passport optional
• The witness’s identifier must not belong to any of the subscribers

Attachments (for Subsequent Alterations only) link

• Format: PDF or JPG; maximum 2 MB per file; total up to 10 MB

Declaration link

• Displayed only when linked to SH-7 / MGT-14 / INC-12 / INC-27
• Designation: pre-filled as ‘Director’

Fee Structure link

No delay fee applies. Fee is based on nominal share capital or number of members.

Companies with Share Capital link

Companies without Share Capital link

Fee is subject to change as per amendments to the Companies (Registration Offices and Fees) Rules, 2014.

Processing Mode link

INC-31 is processed in Non-STP mode — involving manual review by the Registrar of Companies.

INC-31 vs INC-34: Key Differences link

INC-31 and INC-13 Together link

For Section 8 company incorporation, both INC-31 (e-AOA) and INC-13 (e-MOA) are filed together as linked forms to SPICe+ Part B. They are the two constitutional documents required for every company at the time of registration. Both follow the same subscriber count rule (≤ 7 for linked form filing) and the same DSC requirements.

Useful Links link

• Access Form INC-31 on MCA
• FAQs on e-filing
• Payment and Fee Services

Frequently Asked Questions (FAQs) link

Q1. Is INC-31 compulsory for Section 8 companies? Yes. Every company requires an AOA at incorporation. For Section 8 companies, INC-31 is the prescribed electronic form for filing the AOA when subscribers are 7 or fewer.

Q2. Can INC-31 be used for alteration of AOA of a Section 8 company? Yes. Post-incorporation, if the AOA needs to be altered, INC-31 is filed as a linked form to SH-7, MGT-14, INC-12, or INC-27, as applicable.

Q3. What is the difference between INC-31 and the AOA attachment in SPICe+ Part B? INC-31 is an electronic linked form filed separately when subscriber count is ≤ 7. When subscriber count exceeds 7 (or foreign subscriber conditions apply), the AOA must be physically attached as a PDF document in SPICe+ Part B — INC-31 is not filed in that case.

Q4. Can a foreign subscriber sign INC-31 electronically? No. The DSC field is disabled for non-individual foreign subscribers. Their AOA must be attached as a PDF in SPICe+ Part B.

Q5. What is the role of INC-12 in relation to INC-31? INC-12 is the application for a Section 8 licence. When alteration of the AOA is required in connection with the licence application or subsequent changes, INC-31 is filed as a linked form to INC-12.

Summary link

Form INC-31 is the digital Articles of Association form exclusively for Section 8 (not-for-profit) companies. Always paired with INC-13 (e-MOA) at incorporation, INC-31 defines the governance structure of charitable and social purpose companies. Company Secretaries advising non-profit clients must ensure SPICe+ Part A is filed with the correct ‘Section 8 company’ type selection, all subscribers’ DSCs are valid and registered, and the first subscriber sheet is ready for attachment before initiating the filing process.

Disclaimer link

This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.

In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website