Founders come to this with a picture in their heads of something being created: an organisation that will exist, hold things and act in its own name. The Act of 1860 does something narrower than that, and the gap matters. A registered society is not a body corporate and it is not a juristic person. The Supreme Court said so in Illachi Devi v. Jain Society, Protection of Orphans India on 26 September 2003, relying on a decision of 1962, and overruling a High Court judgment that had held otherwise. Registration confers privileges, some of them resembling a corporation’s. It does not incorporate anything. Three consequences follow immediately. The society cannot sue or be sued in its own name; under section 6 it litigates through its president, chairman, principal secretary or trustees. Its property does not belong to it; under section 5 property not vested in trustees is deemed to vest in the governing body for the time being. And it cannot take probate or letters of administration, because it is not a company for that purpose. Then the provision founders find hardest. Section 14 provides that on dissolution, whatever remains after all debts and liabilities are paid shall not be paid to or distributed among the members. It goes to another society. Whatever you build here, you will never own, and at the end you cannot take it with you. None of that is a reason against a society. It is the reason to know what you are choosing before seven people sign a memorandum.
What is on this page
The word registration does a lot of unearned work in this subject, and the first job of this page is to take it apart.
Registering a company creates something. A new legal person comes into existence on the day of incorporation, capable of owning, contracting, suing and being sued in its own name, separate from everybody who formed it. That is what most founders imagine they are buying when they register a society.
Registering a society under the Act of 1860 does something materially smaller. It records an association of people and attaches to that association a set of statutory privileges. No new person is created. The group that existed before registration is the group that exists after it, now holding certain advantages the statute gives.
Everything surprising in this subject follows from that one fact. Why the society cannot sue in its own name, why its building does not belong to it, why nothing comes back to the founders at the end. None of those is a quirk. Each is a direct consequence of there being no legal person there.
This is not an interpretation offered by a documentation service. It is the holding of the Supreme Court, twice.
Illachi Devi v. Jain Society, Protection of Orphans India, Supreme Court of India, decided 26 September 2003 (V.N. Khare CJ and S.B. Sinha J.), (2003) 8 SCC 413. A society registered under the Societies Registration Act, 1860 is neither a body corporate nor a juristic person. Registration confers privileges, some analogous to those of a corporation, but does not incorporate the society. It therefore cannot sue or be sued in its own name, and it is not a company for the purposes of sections 223 and 236 of the Indian Succession Act, so it cannot itself be granted probate or letters of administration. The Court relied on Board of Trustees, Ayurvedic and Unani Tibia College, Delhi v. State of Delhi, AIR 1962 SC 458, and held that K.C. Thomas v. R.L. Gadeock, AIR 1970 Patna 163, which had treated a registered society as a legal entity able to sue in its own name, was wrongly decided.
Three things in that are worth separating. The holding is old, going back to 1962. It was reaffirmed in 2003 against a contrary High Court view, which means the point had been argued and settled. And the Court went out of its way to overrule the High Court judgment that had encouraged the opposite practice.
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If registration does not create a person, it is fair to ask what it does create, and the answer is a list rather than a thing.
It gives the association a name that is recorded. It gives it a mechanism for holding property, through section 5. It gives it a mechanism for litigating, through section 6. It protects the officer who litigates, through section 8. It lets the association sue its own members as strangers, through section 10. It makes the filed documents a public record admissible in evidence, through section 19. And it imposes the discipline of section 14, which is what makes the form trustworthy to anybody giving it money.
Those are substantial advantages and together they are most of what an organisation actually needs. What they are not is personality, and the difference shows up at precisely the moments when personality would have mattered.
Four practical consequences follow, and each of them costs somebody money every week in this country.
A plaint in the society name is defective. It has to be in the name of the president, chairman, principal secretary or trustees, as the rules determine.
Title documents need the right description. Property vests in the governing body for the time being, and a deed or a mutation entry that says otherwise invites a query later.
A bequest to the society needs care. The society cannot take probate or letters of administration itself, though it may nominate an office-bearer who can.
Contracts are signed by a person for the society. Who that person is, and under what authority, comes from the rules and nowhere else.
None of those is difficult once it is known. All of them are expensive when they are discovered at a hearing, at a sub-registrar counter, or in the middle of a bequest.
Against that background the three ordinary forms look different from how they are usually presented.
A trust is property settled for a purpose with trustees who hold it. There are no members and no votes, which makes it stable and hard to change. A society is an association of members who vote, which makes it participatory and changeable. A section 8 company is a body corporate, which means it is the only one of the three that actually is a legal person, with the compliance burden that goes with that status.
Set out that way, the choice is about who controls the organisation in twenty years, not about which is cheapest to set up. A trust is controlled by whoever the deed says the trustees will be. A society is controlled by whoever turns up and votes. A company is controlled by its members and its board under a statute that supervises both.
Because the choice is the most important decision in the whole exercise, it is dealt with properly elsewhere rather than compressed here.
Our NGO registration guide takes the comparison apart properly: what actually decides between the three forms, how a founding document functions as a constitution, how each form can and cannot be changed later, what happens to a body controlled by one family, and where tax sits in all of it. Read that one if you are still choosing. This page starts from a group that has chosen a society.
If you have not decided, read that one first. A society formed because it looked quicker, where a trust was wanted, is an expensive thing to undo once property has moved into it, and the repair is not a conversion but a fresh trust deed and a transfer with its own stamp duty.
One sequencing point belongs here rather than there. The form has to be settled before the objects are drafted, because the same work described for a trust deed and for a society memorandum comes out differently. A trust deed describes a purpose and the property settled on it; a society memorandum describes an object that a body of members will pursue and may later alter by vote. Drafting one and then converting it into the other produces a document that reads as borrowed, which is exactly how a registry reads it.
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The Act does not register societies for anything at all. It has a list, and the list is from 1860 and reads like it.
Section 20: the Act applies to charitable societies; the military orphan funds established at the presidencies of India; societies established for the promotion of science, literature or the fine arts; for instruction, the diffusion of useful knowledge, the diffusion of political education; the foundation or maintenance of libraries or reading rooms for general use among the members or open to the public; and public museums and galleries of paintings and other works of art, collections of natural history, mechanical and philosophical inventions, instruments or designs.
Read alongside section 1, which speaks of a literary, scientific or charitable purpose or any purpose described in section 20, the reach is wide for education, culture, research and charity, and it is not unlimited.
Where the real purpose sits outside that list, the honest answer is a different form rather than a creatively worded objects clause. An object drafted to slip past a counter is an object the organisation then has to live inside for years, and it will be read by a funder, a bank and eventually a tax authority.
Three adjacent subjects come up in every first conversation and none of them is dealt with here.
Recognition by the tax authorities is applied for elsewhere, under another statute, and nothing in this registration brings it closer. Money from abroad sits under a third regime again, with its own clearance, its own designated account and its own annual reporting. And the choice of form is on the NGO registration page.
Within societies themselves, drafting a detailed constitution for an organisation that is already registered is bye-laws drafting and has its own page; what this page covers is the rules as they are prepared for the first filing, because the Act requires them to go in with the memorandum.
Two further things are outside it for a different reason. We do not deal here with societies registered under a State co-operative statute, which are a wholly different animal despite sharing the word. And we do not deal with resident welfare associations and apartment owners bodies, which are usually registered under this Act or its State equivalent but whose disputes run on their own rules and their own forums, and which have their own pages on this site.
With the choice settled, the mechanics. The Act opens with a number and a verb.
Section 1: any seven or more persons associated for any literary, scientific or charitable purpose, or for any such purpose as is described in section 20, may, by subscribing their names to a memorandum of association and filing it with the Registrar, form themselves into a society under the Act.
Seven is the floor in the central Act. Several States have raised it, and several require some or all of the subscribers to be resident in that State, so the number to plan around is the State number rather than this one.
Plan the founding group as a group rather than as a count. Seven relatives satisfy the section and produce an organisation that every funder and department will read as a family vehicle. Seven people with different occupations, drawn from the community the work serves, produce something that reads as what it claims to be.
The memorandum is short, and the Act says exactly what belongs in it.
Section 2: the memorandum of association shall contain the following things, that is to say, the name of the society; the object of the society; and the names, addresses and occupations of the governors, council, directors, committee or other governing body to whom, by the rules of the society, the management of its affairs is entrusted. A copy of the rules and regulations of the society, certified to be a correct copy by not less than three of the members of the governing body, shall be filed with the memorandum of association.
Three items in the memorandum, and a second document filed alongside it. That second document is where the organisation actually lives, and the Act gives it one sentence.
The imbalance is worth noticing, because it is reproduced in how these filings are usually prepared. Hours are spent on the memorandum, which is short and formulaic, and minutes on the rules, which decide everything.
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The name is the first thing an office looks at and the commonest reason a filing comes back.
A name already on the register in that State will be objected to, and so will a name so close to one on the register that the two would be confused. Beyond the register, separate law restricts names that suggest government patronage or use certain protected words and emblems, and an office will raise those even though they are not in this Act.
There is a third problem that nobody raises at the counter and that surfaces later: a name that is somebody else trade mark, or that a larger organisation already uses nationally. The register in your State does not know about either.
Choose a name that describes the work rather than one that sounds institutional. A long name with foundation, trust, national and council in it is harder to clear, harder to search for, and tells a reader nothing. Keep a second and a third choice ready before filing.
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The object of the society is one of the three things the memorandum must contain, and it is the sentence the organisation will be judged against for the rest of its life.
Two failures are usual and they pull in opposite directions. Objects drafted too narrowly describe exactly what the founders are doing in the first year and become a constraint by the fourth, and widening them later means two special meetings and two three-fifths majorities under section 12. Objects drafted too widely cover everything, commit to nothing, and read as evasive to anybody assessing the organisation.
The drafting test we use is simple: describe the work at the level of what it is for, not at the level of how it is currently done. Free evening teaching for children in a particular colony is how. Education of children from under-served households is what it is for, and it survives the programme changing.
The third item in the memorandum is a list of people, with more detail than founders expect.
Names, addresses and occupations of the governors, council, directors, committee or other governing body to whom the management of the affairs is entrusted by the rules. Not just names. The occupation entry matters more than it looks, because a governing body whose members are all from one household or one trade is a pattern that will be noticed.
Note also the words by the rules of the society. The memorandum names the current governing body; the rules decide how that body is constituted, elected and replaced. Getting the second right is what prevents a dispute about the first.
One more point about this entry, because founders ask about it every time. The people named here are the first governing body, not the permanent one. They are named because the Act requires the memorandum to record who currently manages the affairs, and they will be replaced in the ordinary course by whatever election the rules provide for. Nobody is being appointed for life by signing the memorandum, and nobody is acquiring anything by being on it.
The requirement attached to the rules is a small formality with a large function.
A copy of the rules and regulations must be filed with the memorandum, certified to be a correct copy by not less than three of the members of the governing body. Three people put their names to the proposition that this is the organisation constitution.
What has to be in the rules is not prescribed by the Act, which is precisely why it is where disputes are decided. At a minimum: who may become a member and on what terms; the subscription and when arrears bite; the classes of membership, if any; how general meetings are called, with what notice and what quorum; how the governing body is elected, for how long, and how a vacancy is filled; who operates the bank account and who signs contracts; the person in whose name the society may sue under section 6; the procedure for amending the rules; and the application of property on dissolution.
A set of rules copied from another organisation will be internally consistent and wrong about this one. It will describe meetings your group will not hold, a quorum your group cannot reach, and an election cycle nobody will follow, and the first time any of that matters there will be a dispute with a document on both sides of it.
Every filing needs an address, and for a new organisation it is often the hardest item to produce.
Offices generally want proof of the premises and, where they are not owned by the society, the consent of the owner. A member house is the usual answer in the first year, and it works, provided the owner understands that the address will be on a public record and that correspondence will arrive there. Some offices want that consent as a plain letter and some want it on a notarised affidavit, so check before the owner signs anything, because a second signature is a second trip.
Think a little further ahead than the filing. An address at a member house that the organisation leaves in two years means a change filing, new stationery, a bank update and a gap in correspondence. Where a stable address is available, even a modest one, it is worth more than convenience now.
There is a related point about correspondence that costs organisations more than it should. Everything official will go to the address on the register, including a query on a filing and anything a department wants to raise years later. An address where nobody checks the post, or where the household has changed, produces the familiar situation of an organisation discovering a problem long after the letter about it arrived. Nominate somebody to check it, and record who that is in the minutes.
The subscribers to the memorandum are taking on something, and it is worth being clear about what and what not.
They are the founding members and their names are on a permanent public record. They are not guaranteeing the society debts personally, and they do not become owners of anything. A subscriber who later resigns stops being a member; his name remains on the founding document, which is history rather than liability.
Where a subscriber is also on the governing body, the position is different in one respect: property vests in the governing body for the time being under section 5, and litigation runs through named officers under section 6. Those are offices with duties, not assets.
Explain that distinction to the founding group before anybody signs. People hesitate to join a governing body because they imagine personal exposure, and section 8 answers most of that fear directly: a judgment against the officer on the society behalf is enforced against the society property and not against his.
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The act of registration itself is a single short provision.
Section 3: upon such memorandum and certified copy being filed, the Registrar shall certify under his hand that the society is registered under the Act, on payment of a fee of fifty rupees, or such smaller sum as the State Government may, from time to time, direct.
The certificate is the document everybody afterwards asks to see, and it is the shortest and least informative paper in the file. What a bank, a funder or a department actually reads is the memorandum and the rules behind it.
Note the fee clause, which is quoted here for what it reveals rather than for its amount. An Act whose registration fee is fifty rupees, reducible by the State, is an Act whose financial provisions have been entirely overtaken.
This is a place where a page can be useful or merely confident, and we prefer useful.
Section 3 fixes a figure and allows a State to reduce it. In the century and a half since, most States have gone much further: some have enacted their own societies legislation entirely, others have amended the 1860 Act substantially, and nearly all have their own fee schedules, forms, and in several cases their own online systems.
A single national price for registering a society therefore does not exist, and has not for generations. Anybody quoting one is either describing a single State without saying so, or quoting their own package and calling it the fee.
Our practice is to look up the State position on the day of filing and pass the counter charge through unchanged, shown on its own line. Any number we printed on this page would already be inaccurate for some reader before the week was out.
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One detail in section 1 tells you more about this statute than any commentary could.
The Act directs the memorandum to be filed with the Registrar of Joint-stock Companies. That office, in that form, belongs to a world that has long since been reorganised, and in every State the function now sits with a Registrar of Societies or an equivalent officer under State arrangements.
Section 19 carries the same flavour: it allows inspection of the filed documents and certified copies on payment of charges expressed in rupees and annas, a currency unit withdrawn more than sixty years ago.
Neither archaism causes any practical difficulty, and both are worth noticing for what they imply. The procedural skin of this Act has been rebuilt by State law and administrative practice, while its substantive provisions, the ones about members, property, suits and dissolution, are still doing the work exactly as drafted.
Which brings up the question a reader should ask before relying on anything above.
Several States have their own societies registration legislation and others have amended the central Act so substantially that the working text differs. The number of subscribers, their residence, the renewal position, the forms, the fee, the authority and the post-registration filings are all capable of differing between one State and the next.
The first question on any society file is therefore which statute applies, not what the central Act says. This page sets out the 1860 Act because it is the foundation and because the substantive provisions are largely carried forward, and it is not a substitute for the State position.
There is a second reason to establish the State position early, beyond the fee and the forms. Some State statutes add requirements that have no counterpart in the central Act at all: periodic renewal of registration, compulsory audit above a threshold, filing of audited accounts, restrictions on who may sit on the governing body, or a requirement that a proportion of the subscribers be resident in the State. An organisation that plans around the 1860 Act alone can find itself non-compliant from its first year without having done anything wrong.
The examination at the office is a compliance check rather than an assessment of the organisation, and knowing that explains the objections.
Is the name available and permissible. Does the memorandum contain the three items. Is there a certified copy of the rules with at least three governing-body signatures. Are there enough subscribers with complete particulars. Is the address supported. Do the objects fall within what the Act reaches.
Nobody is deciding whether the work is worthwhile, whether the founders are suitable, or whether the organisation will succeed. There is no advertisement and no objection period, and nobody outside the founding group is told.
Those six points account for very nearly every objection raised, and every one of them can be closed before filing by somebody who has read the sections instead of a template.
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Refusals in this field are usually not refusals, and treating them as catastrophes wastes time.
The common outcome is an objection: change the name, narrow or widen an object, produce a better address proof, complete a subscriber particular, add the third certifying signature. Each is answered by correcting and resubmitting, and the cost is a cycle rather than the project.
Where an office maintains a refusal that the founders believe is wrong, the matter has moved out of documentation and into argument, and it needs somebody who will appear. That is uncommon and it does happen, usually over objects or over a name.
The commonest of the six objections by a distance is the name, and it is also the cheapest to pre-empt. Searching the State register before filing, and keeping a second and third choice ready with the founding group already agreed on them, turns a two-week delay into an afternoon.
The next commonest is the objects, and that one is worth taking seriously rather than fixing hastily. An office raising a query about objects is usually saying that the purpose as drafted does not sit inside section 20. Widening the words to get past the query, without changing what the organisation will do, solves the filing and leaves the organisation operating outside its own stated objects, which is a worse position than the one it started in.
The honest answer separates two periods that have nothing to do with each other.
Drafting is a matter of days: the objects, the rules, the subscriber documentation, the certification. That is the part anybody on your side controls, and it is the part that decides whether there is an objection at all.
The office period is a State matter and varies widely, between States and between districts in the same State, and the Act sets no time limit on the Registrar. Our stated time of 20 – 45 days reflects the usual span rather than a promise about a particular office.
A certificate date promised on the first call is a promise about an office nobody in this conversation controls. The commitment worth making is a filing with nothing missing in it, and that is the one thing in this process that is entirely within your control.
At the end of registration the organisation holds a small set of documents, and each does a different job.
The certificate, which proves registration and nothing else. The memorandum as filed, which fixes the name, the objects and the first governing body. The rules as certified, which is the constitution. The subscriber list. And the acknowledgement of filing, with its date.
Two more should be created on the same day rather than later: the membership roll, because section 15 defines a member partly by signature on it, and the minute book, opening with the first meeting of the governing body.
The acknowledgement is worth keeping for a reason that is not obvious. It fixes the date on which the papers reached the office, which is a different date from the one on the certificate, and where anything later turns on when the organisation came into existence, the two dates are both relevant and only one of them is on the certificate.
Keep the whole set together and keep a second copy somewhere other than the registered address. Societies lose their founding documents with remarkable regularity, usually when the member who kept the file moves house, and reconstructing them from the Registrar under section 19 is possible but slow.
Registration under this Act is one step and the organisation will usually need several more, none of which it gives.
A permanent account number in the society name, which the bank will ask for first. A bank account, opened on the certificate, the memorandum, the rules and a resolution of the governing body. A digital signature where filings will be made electronically. Tax recognition, which is a separate law. Permission for foreign contribution, which is another separate law again.
The sequence matters and it is nearly always the same. Register, then account number, then bank, then the resolutions that let somebody operate it, and only then the applications that depend on an operating organisation with a record. Attempting them in parallel produces four half-finished files.
One of them deserves a warning. Organisations frequently open a bank account in the name of an office-bearer in the first weeks, because the society account is taking time, and then run programme money through it for months. That is understandable and it is a serious problem later: the funds are in a personal account, the trail is personal, and no amount of subsequent explanation makes the accounts clean. Wait for the society account, or hold the money until it exists.
One obligation runs for the life of the organisation, nobody enforces it, and almost nobody does it.
Section 4: once in every year, on or before the fourteenth day succeeding the day on which the annual general meeting of the society is held under its rules, or, if the rules do not provide for an annual general meeting, in the month of January, a list shall be filed with the Registrar of the names, addresses and occupations of the governors, council, directors, committee or other governing body then entrusted with the management of the affairs of the society.
Read the two alternatives carefully, because which applies depends on your own rules. Rules that provide for an annual general meeting put you on a fourteen-day clock after it. Rules that are silent put you in January every year.
Decide which of the two you want at drafting stage rather than discovering it later. Rules providing for an annual general meeting are better practice and they commit the organisation to holding one; rules that are silent give a fixed and easily remembered January date. Either is workable. Not knowing which one applies to you is not.
Nothing happens, for years, and then everything happens at once.
No notice arrives. No penalty is demanded in most States. The organisation carries on, elects new office-bearers, operates its account, does its work, and the public register continues to show the governing body of whatever year the last list was filed.
The cost appears the first time somebody checks. A bank reviewing signatories. A funder doing diligence. A department processing an application. A buyer or a landlord. Each of them sees a register that names people who left years ago, and the organisation has to explain the gap at exactly the moment it needed to look well run.
The repair is the backlog of lists, supported by the minutes of the meetings that should have produced them. Where those minutes do not exist, the position has to be reconstructed honestly and the gap acknowledged, because the alternative is a set of minutes written afterwards, which is a far worse document to have created.
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The Act assumes meetings and leaves their mechanics to the rules, which is where most organisations leave a hole.
The Act itself speaks of a general meeting convened for the purpose of dissolution in section 13, of special meetings in section 12, and of an annual general meeting in section 4 if the rules provide for one. It says almost nothing about how any of them is to be called.
So the rules have to settle it: who may call a meeting, how much notice is given and in what form, how notice reaches a member who has moved, what business may be transacted without notice, what constitutes a quorum, what happens if a quorum is not present, who chairs, and how a vote is taken and recorded.
Quorum is the provision most worth thinking about honestly. A rule requiring half the membership to be present is a rule that will be broken within two years in most organisations, and every decision taken at an inquorate meeting is open to challenge by whoever later disagrees with it.
In a form with no juristic personality, the documents are the organisation, and the minute book is the most important of them after the rules.
Every internal dispute we are shown is ultimately a dispute about what was decided, by whom, at a meeting that was or was not properly called. Where there are contemporaneous minutes recording the notice, the attendance, the quorum, the business and the vote, the dispute is short. Where there are not, it is long and it is decided on recollection.
Minutes should be written at the meeting or immediately after it, signed by whoever chaired, and kept in a single bound book rather than as loose pages or a folder of files.
Minutes written months later, to support a position that is now contested, are worse than no minutes at all. They are produced, they are challenged, and the challenge usually succeeds in a way that damages everything else the organisation says.
Accounting requirements for a society come from several directions and the 1860 Act is the quietest of them.
The central Act has little to say about accounts beyond what section 13 implies about settling property and liabilities on dissolution. State legislation often says a great deal more, including audit requirements and filing of audited accounts. Tax law imposes its own obligations where recognition is held, and every funder of any size will impose its own.
The practical position is therefore that an organisation needs proper books from the first month regardless of what the 1860 Act requires, because everybody else will require them.
A diary of receipts and payments kept honestly for six years is a credit to the people who kept it and it is not accounts. The transition from one to the other is a month of work at the start and a nightmare if it is attempted retrospectively at the point a funder asks.
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Membership sounds obvious until a vote is close, and the Act defines it.
Section 15: a member of a society is a person who, having been admitted according to the rules and regulations of the society, shall have paid a subscription or shall have signed the roll or list of members thereof, and shall not have resigned in accordance with the rules.
Three elements: admission according to the rules, plus either payment of a subscription or signature on the roll, minus resignation. Each is a fact capable of proof, and each is therefore a fact somebody has to record as it happens.
Notice what the definition does not include. Attending meetings for years, doing the work, giving money as a donor rather than as a subscription, being described as a member in conversation. None of those makes a person a member of a registered society.
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The second half of section 15 is the sentence that decides contested general meetings.
Section 15 further provides that a person whose subscription is in arrear for a period exceeding three months shall not be entitled to vote, nor be reckoned as a member, in any proceeding under the Act.
Three months, and the member is out of the count. Not expelled, not resigned, simply not counted for voting or for any proceeding under the Act while the arrear stands. In a dissolution vote or a change of objects, where three-fifths majorities are required, who is in the denominator decides the outcome.
In any organisation with factions, that turns the subscription register into a political document. The only protection is to maintain it continuously and visibly, with receipts, so that the list of who may vote is settled long before anybody has a reason to care about it.
Both are governed entirely by the rules, which is why both are so often disputed.
Admission has to be according to the rules for section 15 to be satisfied, so the rules have to say who admits, on what application, by what majority, and whether admission can be refused and on what grounds.
Removal is harder and the Act is silent. The rules have to provide the ground, the authority, and above all the procedure: notice of what is alleged, an opportunity to answer, a decision by a body that has not pre-judged it, and a record. A removal carried out without those is the standard fact pattern behind a society dispute reaching a civil court.
Write the removal procedure while everybody likes each other. It is the single clause most likely to be used in anger and the one most often copied from a template without being read.
The Act uses the expression constantly and defines it once, broadly.
Section 16 provides that the governing body means the governors, council, directors, committee, trustees or other body to whom, by the rules and regulations of the society, the management of its affairs is entrusted. The name does not matter; the function does.
That definition carries weight because of what attaches to the body: property vests in it under section 5, it appoints the person who sues where the rules are silent under section 6, it files the annual list under section 4, and it frames the propositions that change objects or dissolve the society under sections 12 and 13.
The rules governing election to that body are therefore the most consequential rules in the document. Term, eligibility, how a vacancy is filled, whether retiring members may stand again, and what happens when an election is not held on time are all questions the Act leaves open and a dispute will close.
Back to the consequence of having no juristic personality, because this is where it bites hardest.
A registered society cannot be the plaintiff. It cannot be the defendant. A plaint presented in the name of the society is defective, and so is a notice, a claim before a tribunal, or an appearance entered in that name.
This is not a formality that gets waived because everybody knows which organisation is meant. It was the question in Illachi Devi, and the Supreme Court answered it by overruling a High Court judgment that had taken the easier view.
Before a civil suit is filed by or against a society, the first question is who is to be named. Getting that wrong costs a preliminary objection, an amendment if one is allowed, and occasionally a limitation problem that the amendment does not cure.
The Act answers the question it creates, and the answer is in the rules rather than in the Act.
Section 6: every society registered under the Act may sue or be sued in the name of the president, chairman or principal secretary, or trustees, as shall be determined by the rules and regulations of the society.
Four possible office-holders, and the rules choose. So the rules have to choose, expressly, and that clause is one of the most useful sentences a set of society rules can contain.
It is also one of the most commonly missing. A set of rules that describes meetings, elections and subscriptions in detail and says nothing about who litigates leaves the organisation to the fallback, which is slower and open to argument.
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There is a fallback, and it is workable rather than good.
Where the rules make no determination, section 6 provides for the suit to be in the name of such person as shall be appointed by the governing body for the occasion. So a meeting has to be held, a resolution passed, and a person appointed, before anything can be filed.
The section also protects a person with a claim against the society. Where the governing body, on request, does not nominate somebody else to be the defendant, the claimant may proceed against the president, chairman, principal secretary or trustees.
That second limb is worth knowing from both sides. If you are owed money by a society, you are not defeated by the absence of a juristic person; you ask the governing body to nominate, and if it does not, the Act tells you whom to sue.
An obvious problem with litigating through an office-holder is what happens when the office-holder goes, and the Act deals with it.
Section 7 provides that no suit or proceeding in any civil court shall abate or discontinue by reason of the person by or against whom it was brought dying, resigning or being removed from the situation of president, chairman, principal secretary, trustee or other officer. It shall be continued in the name of or against the successor.
So an election in the middle of a case does not destroy the case. What it does require is an application to bring the successor on record, with the resolution and the register extract that prove who the successor is.
There is a practical consequence for the rules. Because a change of office-holder has to be proved to the court, the rules should make it provable: a fixed term, a recorded election, a minute, and an entry in whatever register the organisation keeps. Where an office-bearer changed informally and nobody wrote it down, the substitution application becomes an exercise in reconstructing who holds the office at all, in front of a judge who is entitled to ask.
The other obvious worry is personal exposure, and the Act answers that too.
Section 8: if a judgment is recovered against the person or officer named on behalf of the society, such judgment shall not be put in force against the property, movable or immovable, or against the body of such person or officer, but against the property of the society.
That is the provision to read to a reluctant office-bearer. Lending your name to a suit as president or secretary does not put your house or your salary at risk; the decree runs against what the society has.
It protects the officer in that capacity and it is not a general immunity. Somebody who has personally done something wrong is answerable for that on ordinary principles, and section 11 makes the point from the other direction for members who steal or forge.
A society that cannot sue in its own name can still sue the people inside it, and the Act says so expressly.
Section 10 provides that a society may sue a member who is in arrear of subscription, or who possesses himself of or detains any property of the society in a manner contrary to the rules, or who injures or destroys any property of the society, and may do so as a stranger.
As a stranger is the operative phrase. Membership does not create a defence, and the relationship does not convert what would otherwise be a claim into an internal matter to be resolved by discussion.
The section also protects the member on the other side of it. Where a member sued in that way succeeds, he is entitled to recover his costs from the officer in whose name the suit was brought, or from the society, which keeps the power from being used casually.
And where the conduct is criminal rather than contractual, the Act removes any suggestion that membership softens it.
Section 11 provides that a member who steals, purloins or embezzles any money or other property of the society, or wilfully and maliciously destroys or damages it, or who forges any deed, bond, security, receipt or other instrument of the society, shall be subject to the same prosecution and punishment as a person not a member would be.
It is worth knowing this exists before the situation arises, because the instinct in a small organisation is always to handle it internally. Sometimes that is right. Where money is missing, an internal settlement that is not recorded becomes the next governing body problem and occasionally the next audit finding.
The section also answers a question that comes up in small organisations with no juristic personality: who complains. The complaint is made by the society through whoever the rules authorise, in the same way as a suit under section 6, and the complainant should be identified by a resolution rather than by whoever feels strongest about it. A prosecution begun by an individual acting on his own behalf, without the governing body having decided anything, is a prosecution the accused will characterise as personal.
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Which brings the page to property, where the absence of a juristic person has the most visible effect.
Section 5: the property, movable and immovable, belonging to a registered society, if not vested in trustees, shall be deemed to be vested, for the time being, in the governing body of the society, and in all proceedings, civil and criminal, may be described as the property of the governing body.
Two routes, then. Either the property is vested in named trustees, or it is deemed to vest in the governing body for the time being. There is no third route in which it sits in the society as such, because there is no society as such to sit in.
For the time being is the phrase that makes it work. The vesting follows the office rather than the individuals, so a change of governing body does not require a transfer. The people change; what they hold does not move.
The practical requirement is that documents use the statutory description. A sale deed, a mutation entry, a lease or a plaint that describes the property in a way the section does not support is a document somebody will question, and it is far easier to draft correctly than to explain later.
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Organisations grow out of their objects, and the Act allows a change through a procedure designed to be slow.
Section 12 permits a society to alter, extend or abridge its purposes, or to amalgamate with another society, either wholly or partially. The power is wide. The route to it is not.
The reason for the deliberate slowness is the same reason section 14 exists. Members of a society control an organisation whose assets they can never take. The protection against that control being used to redirect the organisation to something the donors and the public never supported is procedural, and it is the only protection there is.
There is a prior question worth asking before the procedure is started at all. Does the work actually fall outside the existing objects, or does it only feel like it does. Objects drafted at the level of purpose rather than programme usually accommodate a great deal of change without amendment, and an organisation that reads its own memorandum carefully sometimes finds that it never needed the two meetings.
Where an amendment genuinely is needed, start it early. The procedure takes a minimum of about six weeks from the first notice, and that is before anything is filed with the Registrar, so an organisation that needs amended objects for a funding deadline has usually left it too late.
The procedure has four steps and each has a number attached to it.
Section 12: the proposition must be submitted to a special meeting convened for the purpose, of which a written or printed report setting forth the proposition must have been delivered or sent by post to every member ten days previous to the meeting; it must be agreed to by the votes of three-fifths of the members delivered in person or by proxy; and it must be confirmed by the votes of three-fifths of the members present at a second special meeting convened by the governing body at an interval of one month after the first.
Ten days of notice with a written report, not a mention on the agenda. Three-fifths at the first meeting. A clear month in between. Three-fifths again at the second. Four requirements, and failing any one of them leaves the change open to challenge by any member who was not in favour.
The two majorities are expressed differently and the difference is worth noticing when counting heads.
The first is the votes of three-fifths of the members, delivered in person or by proxy. The second is the votes of three-fifths of the members present at the second special meeting. The second is therefore easier to achieve in a poorly attended meeting, and the first is the real hurdle.
Both counts run on the membership register as it stands, and section 15 removes from the reckoning anybody more than three months in arrear. So the arithmetic depends on a register that has been maintained, which is where these exercises most often come apart.
Settle the register before issuing the first notice, not between the two meetings. A dispute about who may vote, raised after the first meeting has passed the proposition, is a dispute that puts the whole change back to the beginning.
Two organisations merging use the same machinery, which surprises people expecting something more elaborate.
Section 12 covers amalgamation of the society, wholly or partially, with any other society, on the same procedure as a change of purposes: the report to every member ten days before a special meeting, three-fifths, the month, and confirmation by three-fifths of those present at the second.
What the section does not provide is the substance of the merger, which has to be settled by agreement between the two bodies before either puts a proposition to its members. Who the governing body of the combined organisation will be, what happens to the property, which name survives, and what becomes of the members of each.
That agreement is the real document and the statutory procedure is the ratification of it. An understanding recorded in writing between the two governing bodies first, then the propositions, is the order that works; the reverse produces two organisations that have each approved a different merger.
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Ending a society is simpler than changing its objects, which is itself a comment on the Act.
Section 13: any number not less than three-fifths of the members of a society may determine that it shall be dissolved, and thereupon it shall be dissolved forthwith, or at the time agreed upon, and all necessary steps shall be taken for the disposal and settlement of the property of the society, its claims and liabilities, according to the rules, or, if there are no rules, as the governing body shall find expedient, provided that in the event of any dispute arising among the members of the governing body or the members of the society, the adjustment of its affairs shall be referred to the principal Court of original civil jurisdiction of the district in which the chief building of the society is situate.
Three-fifths, at a general meeting convened for the purpose, in person or by proxy. One meeting, not two, and no ten-day report requirement of the section 12 kind, though the rules may add one and usually should.
The proviso to section 13 is short and it catches organisations that have forgotten their own history.
Proviso to section 13: without the consent of the Government of the State of registration, no society shall be dissolved where any Government is a member of, or a contributor to, or otherwise interested in the society.
Read the three limbs. A member. A contributor. Or otherwise interested. One grant received fifteen years ago is a contribution, and an organisation winding up quietly may discover that its dissolution needs a consent nobody anticipated.
The first question on a dissolution file is therefore a historical one: has any government ever given this organisation money or land, or taken a place on its body. It is a question the current office-bearers frequently cannot answer, and the old records have to be looked at before the meeting is called.
And now the provision that defines the form more than any other in the Act.
Section 14: if upon the dissolution of any society there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the said society or any of them, but shall be given to some other society, to be determined by the votes of not less than three-fifths of the members present personally or by proxy at the time of the dissolution, or in default thereof by such court as aforesaid, with an exception for a society which has been founded or established by the contributions of shareholders in the nature of a joint-stock company.
Shall not be paid to or distributed among the members or any of them. There is no exception for founders, for the people who put in the money, or for the family that donated the land. The surplus goes to another society doing comparable work.
Founders find this provision harder than anything else on this page, and it deserves to be stated as the choice it is.
Everything the organisation accumulates over its life, the building, the equipment, the reserve in the bank, belongs to the purpose rather than to the people pursuing it. That is true from the first day and it becomes visible on the last. A member who donates a property to a society has given it away in a stronger sense than he may realise: not only to the society, but ultimately to whichever organisation succeeds it.
The right time to say this out loud is before the memorandum is signed, and the right person to say it to is the one proposing to put an asset in. Where somebody wants to make a property available without parting with it permanently, a licence or a lease to the society does that and a gift does not, and that is a conversation for him and his family rather than for a general body meeting.
Seen from the other side, this is exactly why the form is trusted. A donor, a funder or a department dealing with a registered society knows, as a matter of statute, that nobody inside it can ever walk away with the assets.
Finally, the forum, because section 13 names one and it is not the one people assume.
Where a dispute arises among the members of the governing body or among the members of the society on a dissolution, the adjustment of its affairs is referred to the principal Court of original civil jurisdiction of the district in which the chief building of the society is situate. Not the Registrar, and not the court where the dispute is most convenient.
Section 14 picks up the same court for the default case: where the members do not determine which other society the surplus is to go to, the court does it.
One practical step belongs with a dissolution and is nowhere in the Act. Where the organisation has creditors, suppliers or people who gave it money, a public notice before the affairs are settled gives them the chance to come forward, and it protects the governing body from a claim arriving after everything has been distributed.
Knowing the forum in advance changes the negotiation. An organisation whose members know that a disagreement about the surplus ends in front of a district judge, who will choose the recipient if they cannot, tends to reach an agreement that it can live with.
Six failures recur, and none of them is about the registration. They are all about what happened afterwards.
The annual list was never filed. One year becomes six, and the register still shows a governing body that resigned in 2019.
The objects were drawn too narrowly. The work has moved on, and changing them now means two special meetings and two three-fifths majorities.
Nobody kept a membership roll. When a vote matters, there is an argument about who is a member and who is in arrears.
Minutes were written afterwards, or not at all. Every internal dispute is then a contest of recollections.
A suit was filed in the name of the society. It cannot be, and the defect is discovered at the first hearing.
Somebody assumed the assets were theirs. They never were, and section 14 says so for the moment it matters most.
Five of the six are housekeeping, and housekeeping is what this form of organisation runs on. A society is a group of people held together by a document and a register, and when either stops being maintained, the group is the only thing left.
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Our side of a society registration is one short document and one long one, and the long one is the part that decides the next ten years.
The memorandum, drawn to the three things the Act requires it to contain and no more. The rules and regulations, which is where everything the Act leaves open has to be settled: how a member is admitted, what a subscription is and when arrears bite, how a general meeting is called and with what notice, how the governing body is elected and for how long, what a quorum is, who signs for the society, who may sue in its name, and what happens on dissolution. The certification by three members of the governing body. The address proof and the consents. And the list of subscribers, each with name, address and occupation.
The rules are the constitution and the memorandum is the cover page. Almost all the trouble we are brought later is traceable to rules copied from somewhere, and almost none of it to a defective memorandum.
Four things stay out of an objects clause, and each refusal has a reason the founders usually accept once it is explained.
Anything outside what the Act will register, because an object the statute does not reach is an object that invites a query and is useless once granted. Any object framed to attract a benefit the organisation has no intention of pursuing. Any object copied from a larger organisation doing work these founders are not equipped for. And anything that distributes surplus to members in any form, under any name, because that is the line between this form and a business.
The pressure to write objects widely is constant and it should be resisted. Wide objects look like freedom at registration and read as vagueness to every funder, bank and department that looks at them afterwards.
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Registration is a filing and needs no advocate. Four situations change that, and they are easy to recognise.
A dispute between factions over who the governing body is. A suit by or against the society, which has to be instituted in a named person and is where the juristic-person point bites. A refusal of registration that the founders want to challenge. And a dissolution where there is property, a government interest, or disagreement about where the surplus should go.
Court work is for your advocate, whose fee is engaged and paid by you directly; we do not quote, collect or share it.
Where the organisation is already in a faction fight when it comes to us, we will say so and decline the drafting rather than produce a document that one side will use against the other.
Four facts settle the whole shape of the filing, and all four fit in one message.
The State the society will be registered in, because that decides which Act and which Registrar. What the organisation will actually do, in plain words rather than in the language of objects clauses. How many people are founding it and whether any of them are related to each other. And whether there is already a property, a bank account or a running activity, because an organisation that has been operating informally has a history that the first filing has to account for.
The second of those does the most work. Founders arrive with an objects clause they found somewhere and a description of the work in their own words, and the two rarely match. We draft from the second and discard the first.
Where the founders are in different cities, which is usual, an online consultation with two or three of them together settles more in forty minutes than a fortnight of messages, because the questions that matter are the ones people answer differently from one another.
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What a founding group should hold at the end is a small set of papers and one habit.
| What people assume a registered society is | What it actually is |
|---|---|
| A company for non-profit work | An association of persons with certain statutory privileges, and no incorporation |
| Able to sue and be sued in its own name | Able to sue and be sued only through a named officer or trustee |
| The owner of its building and its bank balance | Property vests in the governing body or the trustees, not in the society |
| Something the founders built and therefore own | Something nobody owns; on dissolution the surplus goes to another society |
| Registered once, and then permanent | Registered once, and then dependent on an annual filing nobody chases you for |
Beside the registration certificate: the stamped memorandum and rules, the subscriber list, the first minutes, the membership roll, and a diary with the annual list date on it. Nothing goes into that folder on trust: every sheet is put beside the paper it came from and verified, the handful that could never be obtained again are held as a certified true copy, and anything written in a language the registry does not read is translated in full rather than summarised. A society files something every year for as long as it exists, which is what legal file management is for.
Two figures, and the smaller one is not ours.
Our fee of ₹11,999 and our stated time of 20 – 45 days cover the drafting of the memorandum and the rules, the subscriber documentation, the filing and the follow-up through to the certificate. The registration fee itself is fixed by the State and paid at the counter at cost, as is any stamping or notarisation the local office requires.
We do not print a State fee figure, here or anywhere. The Act fixes a maximum and leaves the rest to each State, several States run the registration under their own statute entirely, and a number printed today would be wrong somewhere in India before the week was out.
One thing that is included and is worth naming, because it is where most of the value sits: the conversation before the drafting. Establishing the State position, testing the purpose against section 20, deciding whether a society is the right form at all, and settling what the rules have to cover for this particular group. That hour changes the document more than anything that happens afterwards, and it is not an extra.
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Collected in one place, because every one of them is believed by somebody arriving at this page.
It is not incorporation, and the Supreme Court has said so twice. It is not ownership, by the founders or by anybody. It is not a tax exemption, which is an entirely separate application under an entirely separate law. It is not permission to receive money from outside India, which is another regime again. And it is not permanent in any practical sense, because an organisation that stops filing its annual list stops being a going concern on the register whatever it is doing on the ground.
What it is, is a legal form that lets a group hold property, open an account, enter contracts and go to court through named people, with a statutory guarantee that nobody will ever walk away with the assets. That is a great deal, and it is a different thing from what most founders think they are getting.
Tell us the State and what the organisation will do, and we will come back with the shape of the filing.
Four things: the State the society will be registered in, what the organisation will actually do described in ordinary language rather than in objects-clause language, how many founders there are and whether any are related, and whether there is already a property, an account or a running activity. We will come back with whether the purpose is one this Act reaches, which statute and Registrar apply in that State, a first draft of the objects in the form the register will accept, and the list of what the rules have to settle. If the work would be better done as a trust or a non-profit company, we will say so before anything is drafted.
An Act of 1860 still governs this, and it shows in the text: the registering officer it names is the Registrar of Joint-stock Companies, its inspection charges are quoted in rupees and annas, and most of the procedure has since been rebuilt by State legislation on top of it. Under the Societies Registration Act, 1860, section 1, any seven or more persons associated for any literary, scientific or charitable purpose, or for any purpose described in section 20, may by subscribing their names to a memorandum of association and filing it with the Registrar form themselves into a society. Section 2 requires the memorandum to contain the name of the society, the object of its establishment, and the names, addresses and occupations of the governors, council, directors, committee or other governing body to whom the management of its affairs is entrusted; and requires a copy of the rules and regulations, certified to be a correct copy by not less than three of the members of the governing body, to be filed with the memorandum. Section 3 provides for the Registrar to certify that the society is registered, on payment of a fee of fifty rupees or such smaller sum as the State Government may direct. Section 4 requires a list of the names, addresses and occupations of the governing body to be filed once in every year, on or before the fourteenth day succeeding the day on which the annual general meeting is held under the rules, or, where the rules provide for no annual general meeting, in the month of January. Section 16 defines the governing body as the governors, council, directors, committee, trustees or other body to whom the management of the affairs of the society is entrusted by its rules. Section 19 allows any person to inspect the documents filed on payment of a prescribed charge and to obtain a certified copy, which shall be prima facie evidence of the matters in it.
On members, property and litigation, section 15 provides that a member is a person who, having been admitted according to the rules, has paid a subscription or signed the roll of members and has not resigned, and that a person whose subscription is in arrear for a period exceeding three months shall not be entitled to vote or be reckoned as a member in proceedings under the Act. Section 5 provides that the property of the society, if not vested in trustees, shall be deemed to be vested in the governing body for the time being and may in all proceedings be described as the property of that body. ★ Section 6 provides that a society may sue or be sued in the name of the president, chairman, principal secretary or trustees, as shall be determined by the rules, and in default of such determination in the name of such person as shall be appointed by the governing body for the occasion, with provision for a person having a claim to proceed against the president, chairman, principal secretary or trustees where the governing body nominates no other defendant on request. Section 7 provides that no suit or proceeding shall abate by reason of the death, removal or resignation of the person named, and that it shall continue in the name of or against the successor. ★ Section 8 provides that a judgment recovered against the person named on behalf of the society shall be enforced against the property of the society and not against the person or property of the individual named. Section 10 permits the society to sue a member who is in arrears of subscription, or who detains, injures or destroys its property, as a stranger, and provides for costs where such a member succeeds. Section 11 provides that a member who steals, embezzles, wilfully damages the property of the society or forges an instrument is punishable as a person not a member would be.
On changing a society and on ending one, section 12 permits a society to alter, extend or abridge its purposes, or to amalgamate with another society, by a proposition of the governing body delivered or sent by post to every member ten days previous to a special meeting convened for the purpose, agreed to by the votes of three-fifths of the members delivered in person or by proxy, and confirmed by the votes of three-fifths of the members present at a second special meeting convened by the governing body at an interval of one month after the first. Section 13 provides that a society may be dissolved by the consent of not less than three-fifths of the members present personally or by proxy at a general meeting convened for the purpose, whereupon the necessary steps are taken for the disposal and settlement of the property, claims and liabilities according to the rules or as the governing body finds expedient, with disputes among the members of the governing body or the members referred to the principal Court of original civil jurisdiction of the district in which the chief building of the society is situate; and provides by way of proviso that without the consent of the Government of the State of registration no society shall be dissolved where any government is a member of, or a contributor to, or otherwise interested in it. ★★ Section 14 provides that if upon dissolution any property remains after the satisfaction of all debts and liabilities, it shall not be paid to or distributed among the members of the society or any of them, but shall be given to some other society to be determined by the votes of not less than three-fifths of the members present personally or by proxy at the time of dissolution, or in default by the court, with an exception for a society founded on contributions of shareholders in the nature of a joint-stock company.
On what registration does and does not create, the Supreme Court held in Illachi Devi v. Jain Society, Protection of Orphans India, decided 26 September 2003 (V.N. Khare CJ and S.B. Sinha J.), reported at (2003) 8 SCC 413 and AIR 2003 SC 3397, that a society registered under the Act is neither a body corporate nor a juristic person; that registration confers certain privileges, some analogous to those of a corporation, without incorporating the society; that a registered society accordingly cannot sue or be sued in its own name but only through the persons section 6 identifies; and that such a society is not a company for the purposes of sections 223 and 236 of the Indian Succession Act and cannot itself be granted probate or letters of administration, though it may nominate an office-bearer who can be substituted and granted them for its benefit. The Court relied on Board of Trustees, Ayurvedic and Unani Tibia College, Delhi v. State of Delhi, AIR 1962 SC 458, and held that K.C. Thomas v. R.L. Gadeock, AIR 1970 Patna 163, which had treated a registered society as a legal entity able to sue and be sued in its own name, was wrongly decided. Several States have enacted their own societies legislation or amended the 1860 Act substantially, and the fee, the forms, the registering authority and the post-registration filings all differ accordingly, so confirm the statute, the authority and every period above for the State of registration before anything is filed. Tax registrations, foreign-contribution permission and the choice between a society, a trust and a non-profit company are each separate subjects with their own pages.
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