Charitable Society Registration in Kerala: Procedure, Bye-laws and Compliance

A society is the most common form for charitable, educational, cultural and social organisations in Kerala, from residents’ associations and arts clubs to institutions that run schools, hospitals and libraries. It is registered with the Registration Department of the State, is managed by an elected governing body, and cannot distribute its income or profits to its members.

This article explains the law that applies, who can form a society, the memorandum and bye-laws, the registration procedure, and the compliances that follow, including the registrations needed to receive donations and grants.

The law that applies in Kerala

Historically, societies in the former Travancore-Cochin area were registered under the Travancore-Cochin Literary, Scientific and Charitable Societies Registration Act, 1955, and those in the former Malabar area under the Societies Registration Act, 1860.

The Kerala Societies Registration Act, 2025 (Act 14 of 2025) brings the whole State under a single law. It repeals the 1955 Act and ends the operation of the 1860 Act in Malabar, from the date notified by the Government. The Act is reported to have come into force on 1 January 2026, but the rules under it are yet to be notified, so the detailed forms, fees and procedure are still to be prescribed. Societies validly registered under the earlier laws are treated as registered under the new Act, provided they have filed their returns on time; societies in default are to file within the period the Government specifies. Until the rules are in place, the Registration Department’s current procedure should be confirmed at the time of filing.

Society, trust or Section 8 company?

Not every not-for-profit organisation should be a society. The choice affects governance, control and how easily the organisation can raise funds:

Form	Main features	Suited to
Society	At least 7 members; elected governing body; registered with the Registration Department	Membership organisations and institutions where members elect the management
Public charitable trust	Created by a trust deed; managed by trustees, who need not be elected	Founders who want to keep control of the management
Section 8 company	Licensed and registered with the MCA; governed by the Companies Act	Larger organisations, those seeking institutional or CSR funding, and those with interstate operations

See Section 8 company registration for the company route.

Who can form a society, and for what purpose

• Purposes: charity; education, culture, science, literature or the arts; sports; promotion of commerce, industry and useful knowledge; libraries, reading rooms, museums and galleries; conservation of natural resources; and similar objects.
• Members: at least seven persons. Under the 2025 Act, members must be Indian citizens of at least 18 years of age.
• No profit to members: a society cannot pay dividends or distribute its income or profits to its members. Its income must be applied to its objects.
• Governing body: the management is entrusted to a governing body of at least three members, elected at the general meeting as the bye-laws provide.

Name of the society

The Registrar can refuse a name that is undesirable or too similar to that of an existing registered society. Names suggesting a connection with the Government or a statutory body should be avoided unless that connection exists. Checking the name against existing societies on the Registration Department’s portal before preparing documents avoids delay.

Memorandum of Association

The memorandum is the society’s founding document. It sets out:

• Name of the society
• Objects, stated clearly and specifically
• Area of operation
• Location of the registered office
• Names, addresses, occupations and identity numbers of the members of the governing body

The memorandum is signed by the founding members before at least one witness, who also signs and gives their details. Vague or unlimited objects should be avoided. Income tax registration and grant-making bodies examine the objects closely, and objects that include commercial or religious activities can affect eligibility for tax exemption.

Bye-laws (rules and regulations)

The bye-laws are the internal rules of the society and need careful drafting, because most disputes in societies arise from bye-laws that are silent or unclear. They should cover at least:

Subject	Malayalam heading commonly used
Membership: classes, admission, cessation and removal	അംഗത്വം
Admission fee and subscription	പ്രവേശന ഫീസും വരിസംഖ്യയും
General body meetings, notice and quorum	പൊതുയോഗവും ക്വാറവും
Governing body: composition, term and election	ഭരണസമിതിയും തിരഞ്ഞെടുപ്പും
Powers and duties of office-bearers	ഭാരവാഹികളുടെ അധികാരങ്ങളും ചുമതലകളും
Funds, bank accounts and signatories	ഫണ്ടും ബാങ്ക് അക്കൗണ്ടും
Accounts and audit	കണക്കുകളും ഓഡിറ്റും
Amendment of memorandum and bye-laws	ബൈലോ ഭേദഗതി
Dissolution and disposal of assets	പിരിച്ചുവിടലും ആസ്തികളുടെ വിനിയോഗവും

Bye-laws can be prepared in Malayalam or English. Using a standard model without adapting it to the society’s actual functioning is a common cause of later disputes over elections, membership and control of funds.

Registration procedure

Applications are filed online through the Registration Department’s portal for societies (eGROOPS). The usual steps are:

1. Register on the portal with the details of the applicant, and upload a photograph and identity proof.
2. Enter the society’s details, including name, address, objects and area of operation.
3. Enter the details of the members and governing body, with their designations.
4. Upload the memorandum, bye-laws and supporting documents, including address proof of the registered office.
5. Pay the prescribed fee online or as directed.
6. Track the application, and respond to any remarks of the Registrar by resubmitting corrected documents.

Under the 2025 Act, the Registrar is to register the society within seven days if satisfied, and to communicate any refusal within 30 days. An appeal against refusal lies to the Inspector General of Registration within 60 days.

The procedure, fees and documents are set by the Registration Department and are revised from time to time. For accurate and current requirements, check with the Registration Department or the office of the Registrar concerned.

Compliance after registration

Requirement	Time limit under the 2025 Act
Set up the registered office in Kerala and inform the Registrar	Within 21 days of registration; any change within 21 days
File the first list of governing body members	Within 21 days of registration
Hold the annual general meeting to approve the annual report and audited accounts	Every year; not more than 15 months between two meetings
File the governing body list and audited balance sheet and income and expenditure account	Within 21 days of the annual general meeting
File amendments to the memorandum or bye-laws	Within 30 days of the resolution

• Audit: accounts must be audited every year by a chartered accountant. A society with annual income below ₹2 lakh may have its accounts audited by a member who is not on the governing body.
• Registers: a register of members with dates of joining and leaving, minutes books, and proper books of account.
• Membership: if the number of members falls below seven, it must be restored within six months.
• Default: a society that fails to file returns for five consecutive years can have its registration cancelled. Fines apply for individual defaults.

Registrations for donations, grants and CSR funds

Registration as a society does not by itself make the society tax-exempt or eligible for donations. The following are separate:

• PAN and bank account in the name of the society.
• Income tax registration under section 12A/12AB, for exemption of the society’s income, and approval under section 80G, so that donors can claim a deduction. Both are applied for online in Form 10A, with provisional registration available to new organisations.
• CSR-1 registration with the MCA, to receive CSR funds from companies, which requires 12A and 80G registration.
• NGO Darpan registration on the NITI Aayog portal, which is needed for many government grants.
• FCRA registration or prior permission, before receiving any foreign contribution, including donations from NRIs who hold foreign citizenship.

Amendment and dissolution

Amendments to the memorandum need a special resolution passed by three-fourths of the voting members, confirmed at a second meeting; amendments to the bye-laws need a special meeting with the prescribed notice and attendance. Dissolution requires the decision of at least three-fourths of the members. On dissolution, the remaining assets cannot be distributed to members; they go to another society with similar objects or to the Government.

Frequently asked questions

How many members are needed to register a society in Kerala?

At least seven. The governing body must have at least three members.

Can a society run a school, hospital or training centre?

Yes, if these fall within its objects. Each activity will need its own approvals, and the surplus from it must be applied to the society’s objects.

Can members or office-bearers be paid?

A society cannot distribute profits to members. Reasonable payment for services actually rendered, such as salary to an employee, is different, but payments to governing body members should be authorised by the bye-laws and are closely examined for income tax exemption.

Are bye-laws available in Malayalam?

Bye-laws can be drafted in Malayalam. A model is a useful starting point, but it should be adapted to the society’s objects, membership and decision-making.

ചുരുക്കം (Summary in Malayalam)

കേരളത്തിൽ ചാരിറ്റബിൾ, വിദ്യാഭ്യാസ, സാംസ്കാരിക ആവശ്യങ്ങൾക്കായി സൊസൈറ്റി രജിസ്റ്റർ ചെയ്യാൻ കുറഞ്ഞത് ഏഴ് അംഗങ്ങൾ വേണം. സൊസൈറ്റിയുടെ മെമ്മോറാണ്ടവും ബൈലോയും തയ്യാറാക്കി രജിസ്ട്രേഷൻ വകുപ്പിന്റെ ഓൺലൈൻ പോർട്ടൽ വഴി അപേക്ഷിക്കണം. സൊസൈറ്റിയുടെ വരുമാനമോ ലാഭമോ അംഗങ്ങൾക്ക് വിതരണം ചെയ്യാൻ പാടില്ല. എല്ലാ വർഷവും പൊതുയോഗം ചേർന്ന് ഓഡിറ്റ് ചെയ്ത കണക്കുകൾ അംഗീകരിക്കുകയും ഭരണസമിതി ലിസ്റ്റും കണക്കുകളും രജിസ്ട്രാർക്ക് സമർപ്പിക്കുകയും വേണം. സംഭാവനകൾക്ക് നികുതി ഇളവ് ലഭിക്കാൻ 12A, 80G രജിസ്ട്രേഷൻ പ്രത്യേകം എടുക്കണം. കേരള സൊസൈറ്റീസ് രജിസ്ട്രേഷൻ ആക്ട്, 2025 പ്രകാരം സംസ്ഥാനം മുഴുവൻ ഒരേ നിയമത്തിന് കീഴിലാകുന്നു; ഇതിന്റെ ചട്ടങ്ങൾ ഇനിയും വിജ്ഞാപനം ചെയ്യേണ്ടതുണ്ട്.

This article gives a general overview of the law on registration of societies in Kerala. The Act, rules, fees and portal procedures are revised from time to time; for accurate and current requirements, check with the Registration Department, Kerala. The article is not advice on any particular case.