Minimum Members, Directors & Trustees Required for Each NGO Type in India
"How many people do I need?" is one of the first questions every founder asks. The answer depends entirely on the structure you choose. Here is the complete picture — minimum numbers, who qualifies, residency rules, and governance best practices.
Minimum people — summary table
| Structure | Minimum people | Roles required | Indian resident required? |
|---|---|---|---|
| Trust | 2 | 1 Settlor + 1 Trustee (can overlap) | Recommended; no legal mandate in most states |
| Society | 7 | Members; elect President, Secretary, Treasurer from among them | Key officers typically must be Indian residents |
| Section 8 Company | 2 Directors | At least 1 Managing Director or Whole-Time Director recommended | Yes — at least 1 director must be resident (182+ days) |
These are legal minimums. In practice, most well-governed NGOs have 3–7 Board members / Trustees / Directors to ensure quorum at meetings and distribute governance responsibility.
Trust — Trustees and the Settlor
The Settlor (Author of the Trust)
The Settlor is the person who creates the Trust and transfers the initial property. The Settlor's role ends once the Trust Deed is executed — they transfer the corpus and hand control to the Trustees. However, the Settlor may also be appointed as a Trustee (and typically is, in founder-led NGOs).
Any adult individual of sound mind can be a Settlor. There are no nationality or residency requirements for the Settlor in most states.
Trustees
Trustees are the governing body of the Trust — they hold and manage the Trust property and are responsible for carrying out the charitable objects. The Indian Trusts Act does not specify a minimum number of Trustees, but best practice (and the expectation of most banks, funders, and the IT Department) is at least 2 Trustees.
| Factor | Rule |
|---|---|
| Minimum age | 18 years |
| Nationality | No restriction — Indian citizens, NRIs, and foreign nationals can all be Trustees |
| Residency | No legal mandate in most states; practically, at least 1 resident Trustee is required for day-to-day operations (bank account, Sub-Registrar filings) |
| Can same person be Settlor + Trustee? | Yes — common in founder-led NGOs |
| Can a company be a Trustee? | No — only individuals can be Trustees |
| Maximum number | No legal maximum; specify in Trust Deed (typically 5–15) |
Read more: Can one person start an NGO in India?
Society — members and officer-bearers
Minimum 7 members
The Societies Registration Act 1860 requires a minimum of 7 members to register a Society. All 7 must be adults (18+) and sign the Memorandum of Association. Some state Acts (Tamil Nadu, Andhra Pradesh) require the same minimum; some states allow fewer members for specific categories.
Governing Body / Managing Committee
From the 7+ members, a Governing Body is elected to manage the Society's affairs. The Governing Body must include at minimum:
- President — head of the Society; signs key documents
- Secretary — manages day-to-day administration and statutory filings
- Treasurer — manages accounts and finances
| Factor | Rule |
|---|---|
| Minimum members | 7 (under SRA 1860); some state Acts vary |
| Minimum age | 18 years |
| NRIs as members | Generally allowed |
| Foreign nationals as members | Allowed in most states; key officer positions may require Indian residency |
| Can a company be a member? | Yes — companies and associations can be members |
| Annual member list | Must be filed with the Registrar annually in most states |
Section 8 Company — directors
Minimum 2 directors
A Section 8 Company (private not-for-profit) requires a minimum of 2 directors. There is no maximum (except as specified in the AOA, typically 15 for a private company). Directors must be individuals — companies cannot be directors of a Section 8 Company.
Resident director requirement
The Companies Act 2013 (Section 149) requires that every company must have at least one director who has been ordinarily resident in India — i.e., stayed in India for a total of at least 182 days in the previous calendar year. This is a strict legal requirement. Failure to comply attracts penalties for the company and every officer in default.
| Factor | Rule |
|---|---|
| Minimum directors | 2 |
| Maximum directors | As per AOA (typically 15) |
| Minimum age | 18 years |
| Indian resident required | Yes — at least 1 director must be resident (182+ days in previous calendar year) |
| NRI directors | Allowed — but count toward the non-resident count |
| Foreign national directors | Allowed — with DIN obtained via MCA; passport-based KYC |
| Can a company be a director? | No |
| DIN required for each director? | Yes — Director Identification Number obtained via SPICe+ or separately |
NRIs and foreign nationals as NGO founders
All three NGO structures allow NRIs and foreign nationals to participate as founders, Trustees, or directors. The key considerations are:
| Issue | Trust | Society | Section 8 Company |
|---|---|---|---|
| NRI as Trustee / Director | Allowed | Allowed | Allowed |
| Foreign national as Trustee / Director | Allowed in most states | Allowed; key officer positions may require Indian residency | Allowed; DIN required; resident director rule applies |
| FCRA implications | Majority foreign control triggers different FCRA rules | Same | Same |
| PAN for KYC | Indian PAN recommended; passport accepted by Sub-Registrar | Passport accepted | Passport accepted for DIN; Indian PAN for tax matters |
| Bank account signatory | Practically difficult without Indian bank account; resident co-Trustee strongly recommended | Same | Same |
FCRA and foreign control: If an NGO has a majority of its governing body (Trustees / Directors / Governing Body members) who are foreign nationals, citizens of foreign countries, or entities incorporated abroad, it may be treated as a "foreign source" under FCRA rules — which significantly restricts its ability to receive Indian donations and creates additional compliance obligations. Seek specific legal advice if your founding team includes substantial foreign participation.
See our detailed guide: NGO registration for NRIs and foreign founders.
Can family members be co-founders?
Yes — there is no legal bar on family members being co-Trustees, co-directors, or co-members of an NGO. However, there are important practical and reputational considerations:
- Funder scepticism: CSR committees and institutional funders look for governance independence. A Trust where all 3 Trustees are husband, wife, and adult child raises immediate due-diligence questions about conflicts of interest and personal benefit.
- IT Department scrutiny: If the RNPO authority perceives that the NGO's income is being channelled back to family members through salaries, expenses, or related-party transactions, it may reject or cancel RNPO registration.
- Best practice: Include at least 50% Board members who are not family of the founder. Independent Trustees / Directors with relevant professional expertise (social work, law, finance, sector knowledge) strengthen governance and credibility.
Governance best practices — going beyond the legal minimum
Legal minimums are floors, not targets. Here is what well-governed NGOs typically aim for:
| Governance factor | Legal minimum | Best practice |
|---|---|---|
| Board size (Trust) | 2 Trustees | 4–7 Trustees for diversity and quorum reliability |
| Board size (Society) | 7 members (3–5 on Governing Body) | 7–15 members; 5–9 on Governing Body |
| Board size (Section 8) | 2 Directors | 5–9 Directors; mix of executive and independent |
| Family proportion | No legal limit | No more than 33–50% from same family |
| Independent members | No legal requirement for most structures | At least 1–2 independent professionals |
| Gender diversity | No legal requirement | At least 30% women on Board (many funders look for this) |
| Meeting frequency | Varies by structure | Quarterly meetings; documented minutes |
Help assembling the right founding team?
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Frequently asked questions
What is the minimum number of people to start an NGO in India?
Trust: 2 (1 Settlor + 1 Trustee); Society: 7 members; Section 8 Company: 2 directors. In all cases at least 1 person should be practically available in India for banking and filings. For Section 8, at least 1 director must legally be an Indian resident (182+ days in the previous year).
Can family members be co-founders of an NGO?
Yes, legally. But institutional funders and CSR committees scrutinise family-dominated boards for conflicts of interest. Best practice is to have at least 50% Board members who are not from the same family. The IT Department may also look at related-party transactions when evaluating RNPO continuation.
Can an NRI or foreign national be a Trustee or Director?
Yes in all three structures. For Section 8 Companies, at least 1 director must be an Indian resident (182+ days). For FCRA purposes, a majority-foreign-controlled NGO faces additional restrictions. Practically, at least 1 resident Trustee or Director is essential for bank account operations and regulatory filings.
Get the governance right from day one
The right founding team structure affects your RNPO eligibility, funder credibility, and long-term governance health. We'll help you build it correctly from the start.
This article is general information and not legal advice. Confirm requirements with a qualified CA before forming your founding team and filing for registration.