Documentation & Professional Advisory

• Structure Advisory: Guidance on choosing between Trust, Society, and Section 8 Company structures; advice on converting or transitioning between structures
• Governing Document Amendments: Trust Deed amendment, MOA object changes for Section 8 (requiring Regional Director approval), Society bye-law revisions
• FCRA Compliance Advisory: Interpretation of FCRA 2010 provisions and FCRA Amendment Act 2020 requirements; fund utilisation guidelines; sub-grant structuring
• Tax Planning for NGOs: Maximising Section 11 exemptions; treatment of corpus donations; accumulation provisions under Section 11(2); related party transaction compliance under Section 13
• CSR Partnership Structuring: MoU drafting, fund flow architecture, reporting frameworks for corporate CSR partnerships
• International Collaboration: FEMA compliance for cross-border activities; bilateral MoU structures with foreign organisations; sub-granting to international partners
• Notice Response: Drafting responses to Income Tax scrutiny notices, MHA FCRA queries, MCA inspection letters, and Registrar of Societies communications
• Governance Strengthening: Board composition advisory, conflict-of-interest policy drafting, whistleblower mechanisms, and risk management frameworks
• Dispute Resolution: Advisory on trustee disputes, governing body conflicts, and regulatory investigations; liaison with legal counsel

• Before accepting a major grant — to review agreement terms, reporting requirements, and compliance implications
• When FCRA, Income Tax, or MCA notice is received — within 24 hours for urgent matters
• Before changing NGO structure or converting between Trust, Society, and Section 8
• When amending MOA/AOA objectives — requires Regional Director of MCA approval for Section 8 companies
• Before entering international partnerships or receiving foreign funds without FCRA registration
• When trustee or director disputes arise that could affect the organisation's registrations
• Before scaling operations significantly — to review compliance obligations at larger scale

Q: Can an NGO change its registered objects after formation?
Yes, but the process varies by structure. For Section 8 companies, any amendment to MOA objects requires filing Form INC-6 and obtaining approval from the Regional Director of MCA — a process taking 30–60 days. For societies, amendments require a resolution of the general body and registration with the Registrar of Societies. For trusts, most states require a court order for amendment of trust objects. MFiling manages all such amendments.

Q: What advisory support does MFiling provide when an NGO receives a tax scrutiny notice?
MFiling assigns a senior CA to review the notice within 24 hours, assess the risk level, prepare a comprehensive point-by-point response, gather supporting documents, and file the reply before the deadline. We also advise on whether to seek an adjournment, what records to produce, and how to manage the assessment proceedings through to completion.

Many NGO legal and compliance crises are entirely preventable — if appropriate professional advice is sought before a decision is made rather than after. The cost of proactive legal advice is almost always a fraction of the cost of managing a crisis after the fact. Here are the moments when proactive advisory makes the most difference.

High-Risk Decision Points That Need Professional Advice Before Action:

• Accepting a new foreign grant: Before signing any agreement with a foreign donor, verify FCRA compliance of the proposed fund flow — especially if the grant will be sub-granted or involves any payment to foreign organisations
• Entering a joint programme with another NGO: Sub-granting FCRA funds to a non-FCRA registered partner is a criminal violation — verify FCRA status of all partners before signing MoUs
• Changing the registered address or state of operations: Has compliance implications for RoS, MCA, Income Tax, and FCRA — all must be updated within specific deadlines
• Paying salaries or fees to trustees/directors: Section 13 of Income Tax Act restricts benefits to trustees/directors — unauthorised payments can trigger cancellation of 12A registration
• Starting a commercial activity to generate income: Business income not incidental to charitable objects is taxable and may jeopardise 12A exemption — structure must be reviewed before the activity begins
• Responding to an Income Tax scrutiny notice: The first response to a scrutiny notice sets the tone for the entire assessment — an incorrect response can open additional areas of inquiry
• A trustee wants to exit and take assets: Trust assets cannot be divided among trustees — misunderstanding this is a common source of governance crises in family-founded NGOs

MFiling's Documentation and Professional Advisory service provides 24-48 hour turnaround on urgent advisory matters and maintains a retainer relationship with clients to ensure expert guidance is accessible before critical decisions are made.