NISM Professor

Not for Profit Organisation

Also written NPO · Not for Profit Organisation (NPO)

A social enterprise that is a charitable trust, charitable society or Section 8 company (or other entity SEBI specifies); it can register on an SSE and raise money mainly through ZCZP instruments.

In plain language

A Not for Profit Organisation (NPO) is an organisation whose surplus goes back into its mission instead of to owners. It cannot pay dividends, so it cannot offer investors a financial return.

In everyday Indian usage, NPO and NGO cover a huge universe. The workbook cites the Central Statistical Institute of India: at least 33 lakh NPOs, about one for every 400 Indians.

For the Social Stock Exchange the term is narrower. Under Regulation 292A(e) of the SEBI ICDR Regulations, an NPO is a social enterprise that is one of these:

  1. a charitable trust registered under the Indian Trusts Act, 1882;
  2. a charitable trust registered under the public trust statute of the relevant State;
  3. a trust registered under the Indian Registration Act, 1908 with the Sub-Registrar, in States that have not enacted a public trust law;
  4. a charitable society registered under the Societies Registration Act, 1860;
  5. a charitable society registered under the relevant State's Societies Registration Act;
  6. a company registered under Section 8 of the Companies Act, 2013, including one registered under Section 25 of the repealed 1956 Act;
  7. any other entity SEBI specifies.

The phrase "a social enterprise which is" matters. A trust that fails the primacy-of-social-intent test is not an NPO for SSE purposes, whatever its registration says.

How it works

Mandatory criteria to register on an SSE (Chapter 3, Table 3.1, read with Regulation 292F):

ParameterRequirement
Registration as NPOCertificate valid for at least the next 12 months
Income-tax exemptionCertificate under 12A / 12AA / 12AB / 10(23C) / 10(46), valid for at least 12 months from application
Age of the NPOMinimum 3 years
PANValid IT PAN
80GValid 80G registration, for entities under 12A/12AA/12AB
Annual spending, past FYAt least ₹50 lakh
Funding, past FYAt least ₹10 lakh
DisclosuresPending notices and scrutiny cases; fines or penalties disclosed as paid or appealed within 7 days

Why register without listing. Chapter 3 gives a three-fold purpose. Registration puts NPOs on a common legal platform, pushes a cultural shift towards disclosure-driven fundraising, and lets smaller NPOs signal quality. The benefit is called reputation value.

How an NPO raises money on the SSE (Chapter 2, 2.3.1.3): ZCZP instruments issued to eligible investors, donations through mutual fund schemes, and other means SEBI specifies. A Section 8 company can also issue equity or debt.

The funding problem it solves. About 70% of NPO funding comes from four sources: individual donations, FCRA contributions, CSR grants and government scheme grants. As of 2018 only 1.8 lakh institutions had registered and claimed tax exemption; about 12% had FCRA funding and 11% CSR funding. Institutional donations typically fund programmes only, which creates the starvation cycle of unfunded overheads.

Ongoing obligations (Regulation 91C of LODR). Financial disclosures are due by October 31 or the income-tax return due date, whichever is later. Non-financial disclosures are due within 60 days of the financial year end.

A worked example

Illustrative figures tested against the workbook's thresholds.

Three NPOs apply to register on BSE SSE in May 2026.

Sahyog Trust (Nashik)Prerna Society (Bhopal)Udaan Foundation (Sec 8, Kochi)
Age7 years2 years 6 months11 years
12AB certificate valid for30 months24 months8 months
Spending, last FY₹84 lakh₹61 lakh₹1.9 crore
Funding received, last FY₹77 lakh₹55 lakh₹1.6 crore
ResultEligibleFails — under 3 years oldFails — certificate valid under 12 months

Udaan is the instructive one. It is the largest of the three, and it still fails because its exemption certificate is not valid for the next 12 months. It must renew first.

Sahyog registers. For the next two years it may stay registered without raising money. The workbook cites the April 15, 2026 circular for this window, extendable by one more year with the exchange's approval. It must still file a self-certified Annual Impact Report every year.

Why NISM asks about it

Chapter 1 gives the ICDR definition, Chapter 2 (2.2.2) the funding landscape and Chapter 3 the mandatory registration criteria, which are among the most number-dense tables in the paper. Chapter 9 covers the annual disclosures and Chapter 10 the tax framework. Chapter 3's sample questions ask who prescribed the minimum registration requirements (SEBI) and which entities qualify. Chapter 3's third sample question lists "a charitable trust registered under the Societies Registration Act, 1860" as an option to reject, because societies, not trusts, register under that Act.

Common exam traps

  • ₹50 lakh is spending; ₹10 lakh is funding. Swapping them is the classic error.
  • Minimum age is 3 years; the certificate must be valid for the next 12 months. Two different time tests.
  • Trusts register under the Indian Trusts Act, 1882 or a State public trust law; societies under the Societies Registration Act, 1860. A "trust registered under the Societies Registration Act" is a planted wrong option.
  • A Section 8 company is an NPO, and can issue equity, though its shares carry no claim on profits.
  • The workbook names the registration section three ways. Chapter 2 (2.2.2) says all NPOs must be registered under Section 12A. Chapter 10 (10.1, 10.3) says Section 12AB, and that 12AA entities must re-register under 12AB. Table 3.1 prints "12A/12AA/12B" in one column and "12AB" in the next. For current law, take 12AB.
  • Stale statute. The workbook cites the Income Tax Act, 1961 throughout. That Act was replaced by the Income-tax Act, 2025 from 1 April 2026, which renumbers these provisions. Answer the exam in the workbook's section numbers.
  • The no-raise window is worded two ways. Chapter 9 (Regulation 91E proviso) says a maximum of two years. Chapter 3 and the Chapter 9 footnote add that it may be extended by one year with the exchange's approval. After the window the NPO must have at least one listed project or cease to be registered.

Check yourself

  1. 1.To be identified as a social enterprise, a Not for Profit Organisation or a For Profit Social Enterprise shall establish primacy of _____.

    1. a)social intent
    2. b)social outcome
    3. c)social impact
    4. d)social activity
    Show the answer

    Answer: (a) social intent

    Regulation 292E of the SEBI ICDR Regulations requires an NPO or FPSE to establish primacy of social intent.

    "Social impact" is a tempting distractor because the workbook also uses the phrase "primacy of social intent/impact" as a heading — but the regulation's wording is social intent. Outcomes and activities are parts of the results chain, not the eligibility test.

  2. 2.Who has prescribed the minimum requirements for registration of a Not for Profit Organisation on a Social Stock Exchange?

    1. a)RBI
    2. b)SEBI
    3. c)ICAI
    4. d)NISM
    Show the answer

    Answer: (b) SEBI

    The workbook states the minimum requirements for NPO registration have been specified by SEBI through its circulars.

    ICAI issues the social impact assessment standards, NISM conducts the certification, and RBI regulates banks — none of them sets SSE registration requirements.

  3. 3.An NPO registered on the SSE has an income-tax return due date of 30 November for a year ending 31 March. By when must its annual disclosures on financial aspects be made (absent any other period specified by SEBI)?

    1. a)October 31st
    2. b)30 November
    3. c)Within 60 days of 31 March
    4. d)Within 90 days of 31 March
    Show the answer

    Answer: (b) 30 November

    Financial aspects are due by October 31st or the due date of filing the income-tax return, whichever is later. Here the ITR date (30 November) is later, so that is the deadline.

    Option A applies "earlier". Option C is the deadline for non-financial aspects. Option D is not a figure in this chapter.

Where this is taught

Free preparation for NISM Series XXIII

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