What is a Nidhi company and how is it different from an NBFC?

A Nidhi company is a type of non-banking financial company (NBFC) incorporated under Section 406 of the Companies Act, 2013 to accept deposits from and lend to its members exclusively for mutual benefit. Unlike a traditional NBFC that requires RBI registration and minimum Rs 2 crore net owned funds, a Nidhi company is exempt from core RBI provisions and requires only Rs 10 lakh paid-up capital. Nidhi companies can only transact with their members, while NBFCs serve the general public.

What is the minimum capital required to register a Nidhi company in India?

Under the Nidhi (Amendment) Rules, 2022 (effective 19 April 2022), the minimum paid-up equity share capital for Nidhi company registration is Rs 10 lakh. This was increased from the earlier requirement of Rs 5 lakh. Additionally, the company must achieve Net Owned Funds (NOF) of Rs 20 lakh within 120 days of incorporation under Rule 5 of the Nidhi Rules, 2014. Preference shares cannot be issued - only equity shares are permitted.

How many members are needed to start a Nidhi company?

A minimum of 7 members (subscribers) are required at the time of incorporation, as a Nidhi company is registered as a public limited company under the Companies Act, 2013. Of these, at least 3 must be appointed as directors. Within the first year of incorporation, the Nidhi company must enrol a minimum of 200 members under Rule 5(1)(a) of the Nidhi Rules, 2014.

Does a Nidhi company need RBI approval?

No, a Nidhi company does not require RBI approval or registration. The RBI has specifically exempted Nidhi companies from the provisions of Section 45-IA of the RBI Act, 1934. Nidhi companies are regulated by the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013 and the Nidhi Rules, 2014.

What is the maximum interest rate a Nidhi company can charge on loans?

Under Rule 13 of the Nidhi Rules, 2014, the maximum rate of interest on loans given by a Nidhi company shall not exceed 7.5% above the highest rate of interest offered on deposits by the Nidhi. Interest is calculated on a reducing balance method. All loans must be secured - unsecured lending is not permitted.

What happens if a Nidhi company fails to get 200 members in one year?

If a Nidhi company fails to achieve the mandatory 200-member threshold within the first financial year after incorporation, it cannot accept deposits from members until compliance is restored. The company must file NDH-1 confirming compliance. If non-compliant, it may seek an extension by filing NDH-2 with the Regional Director within 30 days of the first financial year end.

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Nidhi Company Registration in India

Q: Can a Nidhi company operate outside its state?

No, a Nidhi company cannot open branches outside the state where its registered office is situated under Rule 10(4) of the Nidhi Rules, 2014. Within the state, a Nidhi may open up to 3 branches in the same district after earning net profits for 3 consecutive financial years. More branches require Regional Director approval. Quick Answers Can a Nidhi company accept public deposits? No. Nidhi companies can only accept deposits from and lend to their enrolled members under Section 406. What is the NOF-to-deposit ratio? 1:20. For every Re 1 of Net Owned Funds, the Nidhi can accept up to Rs 20 in deposits under Rule 5(1)(d). Is Nidhi company formation online? Yes. The entire process is online through the MCA portal using SPICe+ forms. What forms are filed after Nidhi registration? NDH-4 (declaration), NDH-1 (annual compliance), NDH-3 (half-yearly return), MGT-7 (annual return), AOC-4 (financial statements). Can foreigners be directors in a Nidhi company? Yes, but at least one director must be resident in India. Foreign directors need a valid passport as additional documentation.

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Documents: SPICe+ Form, MoA, AoA, DSC, DIN for 3 directors

Fees: MCA government fees starting from Rs 4,000 + stamp duty

Eligibility: Minimum 7 members, 3 directors, Rs 10 lakh paid-up capital

Timeline: 15-30 working days from DSC to Certificate of Incorporation

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Nidhi Company Registration - Overview

📌 TL;DR - Nidhi Company Registration Services at a Glance

Nidhi company registration is the process of incorporating a mutual benefit company under Section 406 of the Companies Act, 2013. These NBFC-category entities accept deposits from and lend to members only, without requiring RBI approval. Minimum requirement: 7 members, 3 directors, Rs 10 lakh paid-up equity capital. File SPICe+ on MCA portal and apply for Nidhi declaration via Form NDH-4 within 120 days of incorporation.

Nidhi company registration opens the door for entrepreneurs to start a lending and deposit business in India without the complexity of RBI licensing. Governed by the Ministry of Corporate Affairs (MCA) under Section 406 of the Companies Act, 2013 and the Nidhi Rules, 2014, these entities serve as mutual benefit societies that cultivate savings habits among members.

Parameter	Details
Governing Law	Section 406, Companies Act 2013 + Nidhi Rules, 2014 (as amended 2019, 2022)
Company Type	Public Limited Company with name ending in 'Nidhi Limited'
Minimum Members	7 subscribers (must reach 200 within first year)
Minimum Directors	3 (at least 1 resident in India)
Minimum Paid-Up Capital	Rs 10 lakh (equity shares only - no preference shares)
Net Owned Funds	Rs 20 lakh within 120 days of incorporation
Timeline	15-30 working days for incorporation; NDH-4 within 120 days post-incorporation

As of 2024, over 4,200 Nidhi companies operate across India, predominantly in southern states. The Nidhi (Amendment) Rules, 2022 introduced stricter requirements including increased paid-up capital of Rs 10 lakh and mandatory Central Government declaration via Form NDH-4.

Content is reviewed quarterly for accuracy.

What Is Nidhi Company Registration?

A Nidhi company is a non-banking financial company (NBFC) incorporated under Section 406 of the Companies Act, 2013 with the sole object of cultivating thrift and savings among its members, receiving deposits from, and lending to, its members only for their mutual benefit.

Unlike traditional NBFCs that require RBI registration and Rs 2 crore minimum capital, a Nidhi company is exempt from core RBI provisions under Section 45-IA of the RBI Act, 1934. This exemption makes Nidhi company registration the most accessible route to start a lending business in India. The company must be formed as a public limited company with its name ending in 'Nidhi Limited' as mandated by the Nidhi Rules, 2014.

The Nidhi (Amendment) Rules, 2022 (effective 19 April 2022) further strengthened the framework by increasing minimum paid-up capital from Rs 5 lakh to Rs 10 lakh and requiring Central Government declaration under Section 406(1).

Key Terms for Nidhi Company Registration:

Nidhi / Mutual Benefit Society: A company declared by the Central Government under Section 406(1) of the Companies Act, 2013 to accept deposits from and lend to its members exclusively for mutual benefit.

Net Owned Funds (NOF): Calculated as equity share capital plus free reserves, minus accumulated losses and intangible assets. Must be at least Rs 20 lakh within 120 days of incorporation under Rule 5 of Nidhi Rules, 2014.

Form NDH-4: The application form filed with the Central Government for declaration as a Nidhi company, required within 120 days of incorporation under the Nidhi (Amendment) Rules, 2019.

SPICe+ (INC-32): Simplified Proforma for Incorporating Company Electronically Plus, the integrated MCA form used for company incorporation, DIN allotment, PAN/TAN application, and GSTIN application.

NOF-to-Deposit Ratio: The ratio of net owned funds to outstanding deposits must not exceed 1:20 under Rule 5(1)(d) of the Nidhi Rules, 2014. An investment of Re 1 allows the company to accept up to Rs 20 in deposits.

MCA Registered Nidhi Limited

Who Should Register a Nidhi Company?

Nidhi company registration is ideal for individuals and groups seeking to start a deposit-taking and lending business within a closed membership framework. This includes:

Entrepreneurs planning to start a small finance or loan business in India without obtaining RBI registration
Groups or communities wanting to create a savings and credit institution for mutual benefit
Financial service professionals seeking to establish a regulated lending entity with lower compliance than a traditional NBFC
Cooperative-minded individuals in semi-urban and rural areas who want to promote financial discipline

Eligibility Requirements under Nidhi Rules, 2014 (as amended):

Minimum 7 members (subscribers) at the time of incorporation under Section 3(1) of the Companies Act, 2013
Minimum 3 directors, of whom at least 1 must be resident in India
Minimum paid-up equity share capital of Rs 10 lakh under Rule 5 of the Nidhi (Amendment) Rules, 2022
Company name must end with 'Nidhi Limited' per Rule 4(5) of the Nidhi Rules, 2014
No preference shares can be issued
Net Owned Funds of Rs 20 lakh within 120 days of incorporation
Minimum 200 members within the first year of incorporation

Patron Accounting's Nidhi Company Registration Services

Service	What We Do
Complete Incorporation Package	End-to-end Nidhi company registration including DSC procurement, DIN application, SPICe+ filing, MoA/AoA drafting, and Certificate of Incorporation from ROC
Name Approval and Reservation	Screening 2-3 unique names ending in 'Nidhi Limited' through SPICe+ Part A, ensuring MCA compliance and no trademark conflicts
NDH-4 Declaration Filing	Preparation and timely filing of Form NDH-4 with the Central Government within 120 days of incorporation for official Nidhi declaration
Post-Incorporation Compliance Setup	Bank account opening, statutory register maintenance, first board meeting facilitation, and compliance calendar for NDH-1, NDH-3, and annual returns
MoA and AoA Drafting	Customised Memorandum and Articles of Association reflecting the sole Nidhi object of member savings and lending, per Section 406 requirements
Ongoing Compliance Support	Half-yearly return filing (NDH-3), statutory audit coordination, annual return with ROC, and net worth certification by practicing CA

Our Process

7-Step Nidhi Company Registration Process

Our streamlined process takes you from DSC procurement to Certificate of Incorporation in 15-30 working days, followed by NDH-4 declaration filing within 120 days.

Step 1

Obtain Digital Signature Certificates (DSC)

All proposed directors must obtain Class 3 DSC from MCA-certified agencies. DSC is mandatory for electronically signing all incorporation forms on the MCA portal. Issuance typically takes 24-48 hours.

Class 3 DSC for all directors 24-48 hours issuance

DSC Ready 01

Step 2

Apply for Director Identification Number (DIN)

DIN is allotted through the SPICe+ form itself. Each director requires a unique DIN issued by MCA under Section 153 of the Companies Act, 2013. Directors with existing DIN can skip this step.

Integrated via SPICe+ Unique DIN per director

DIN Allotted 02

Step 3

Reserve Company Name via SPICe+ Part A

Propose at least 2 unique names ending in 'Nidhi Limited' through SPICe+ Part A (RUN service) on the MCA portal. The approved name is valid for 20 days under Rule 8 of the Companies (Incorporation) Rules, 2014.

2-3 name options proposed Valid for 20 days

Name Reserved 03

Step 4

Draft MoA and AoA

The Memorandum of Association must state the sole object: cultivating the habit of thrift and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit per Section 406(1). Articles of Association define internal governance rules.

Nidhi-specific object clause e-MoA (INC-33) + e-AoA (INC-34)

MoA/AoA Drafted 04

Step 5

File SPICe+ Part B (INC-32) with ROC

Submit the integrated SPICe+ form with company details, director information, registered office address, subscriber details, and linked applications for PAN, TAN, GSTIN, EPFO, and ESIC. The form must be digitally signed by one director and a practicing professional (CA/CS/CWA).

Integrated PAN/TAN/GSTIN CA/CS certified filing

SPICe+ Filed 05

Step 6

Receive Certificate of Incorporation

Upon verification, the Registrar of Companies issues the Certificate of Incorporation with the Corporate Identity Number (CIN), PAN, and TAN. This typically takes 7-15 working days from submission under Section 7(2) of the Companies Act, 2013.

CIN + PAN + TAN issued 7-15 working days

COI Issued 06

Step 7

File Form NDH-4 for Nidhi Declaration

Within 120 days of incorporation, apply to the Central Government in Form NDH-4 for declaration as a Nidhi company under Section 406(1). The company must meet: Net Owned Funds of Rs 20 lakh and minimum 200 members. If no decision within 45 days, approval is deemed granted.

120-day deadline 45-day deemed approval

Nidhi Declared 07

Documents Required for Nidhi Company Registration

PAN cards of all 7 subscribers and 3 directors
Aadhaar cards / Voter ID of all members and directors
Passport-size photographs of all directors
Address proof of directors (utility bill / bank statement not older than 2 months)
Digital Signature Certificates (DSC) for all directors
Proof of registered office address (rent agreement / sale deed + NOC from owner + utility bill)
Memorandum of Association (MoA) with Nidhi-specific object clause
Articles of Association (AoA) as per Nidhi Rules, 2014
Declaration by subscribers and first directors (Form INC-9)
Declaration by directors as per Rule 5 and 6 of Nidhi Rules, 2014 (Form DIR-2)
Board Resolution for registered office and authorised signatory
No Objection Certificate from property owner for registered office

Download our free Nidhi company registration document checklist to ensure complete filing.

4 Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Achieving 200 Members Within First Year	Non-compliance bars the company from accepting deposits and may attract penalties under Rule 24	Member enrollment strategy, compliance tracking, and timely NDH-1 filing within 90 days of first financial year-end
Meeting Rs 20 Lakh NOF Within 120 Days	Failure to meet the 120-day window delays NDH-4 filing and blocks deposit acceptance	Structured capital infusion planning and proactive NDH-4 filing before deadline
MoA Object Clause Rejection by ROC	Incorrect object clause leads to rejection and delays, requiring resubmission with fees	CS team drafts MoA with precise Section 406 statutory language for first-time approval
Post-Registration Compliance Overload	Multiple filings - NDH-1, NDH-3, annual returns, audit - risk penalties of Rs 5,000 + Rs 500/day	Dedicated compliance calendar, filing support, and penalty prevention for all statutory deadlines

Nidhi Company Registration Fees and Government Charges

Fee Component	Amount
MCA SPICe+ Filing Fee (up to Rs 10 lakh capital)	Rs 4,000 - Rs 34,000 (based on authorised capital)
Stamp Duty on MoA/AoA	Rs 500 - Rs 5,000 (varies by state)
DSC for Directors (per director)	Rs 500 - Rs 2,000
DIN Application	Included in SPICe+ (no separate fee)
Name Reservation (RUN)	Rs 1,000
PAN and TAN Application	Rs 110 approximately
Minimum Paid-Up Capital Required	Rs 10 lakh (Nidhi Amendment Rules, 2022)
Patron Accounting Professional Fees	Starting from INR 9,999 (Exl GST and Govt. Charges)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Nidhi Company Registration consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Time Taken for Nidhi Company Registration

Stage	Estimated Timeline
DSC Procurement	1-2 days
Name Reservation (SPICe+ Part A)	2-3 days
MoA/AoA Drafting	2-3 days
SPICe+ Part B Filing and Processing	7-15 working days
Certificate of Incorporation	Issued upon SPICe+ approval
Bank Account Opening	3-5 days post-incorporation
NDH-4 Filing for Nidhi Declaration	Within 120 days of incorporation
Total (Incorporation Only)	15-30 working days

Important: The 120-day window for NDH-4 filing starts from the date of incorporation. Missing this deadline bars the company from accepting deposits or lending to members. The 45-day deemed approval provision under the 2022 amendments applies only to complete and compliant applications.

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Key Benefits

Why Choose Professional Nidhi Company Registration?

No RBI Approval Required

Unlike traditional NBFCs requiring Rs 2 crore capital and RBI registration, Nidhi companies are exempt from core RBI provisions, saving months of regulatory processing.

Expert MoA Drafting

The single-object MoA requirement under Section 406 is strict - our CS team ensures exact statutory language to prevent ROC rejection.

Timely NDH-4 Compliance

Missing the 120-day NDH-4 deadline bars the company from accepting deposits or lending. Our proactive calendar ensures filing well before the deadline.

End-to-End Incorporation

From DSC to Certificate of Incorporation to bank account opening - a single point of contact eliminates coordination delays across multiple agencies.

Ongoing Compliance Support

Post-registration filings (NDH-1, NDH-3, annual returns, statutory audit) are complex. Our team handles all compliance to avoid penalties of up to Rs 5,000 plus Rs 500/day.

Member Enrollment Strategy

Achieving 200 members in year one is challenging. We provide practical guidance on member acquisition, documentation, and compliance reporting.

Why 10,000+ Businesses Trust Patron Accounting

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"Professionalism, attention to detail, and timely communication made the process smooth." - Subhendu Mishra

"Took minimum time, really impressive acumen. And it's not expensive at all." - Rajib Dutta

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Nidhi Company vs NBFC vs Section 8 Company

Parameter	Nidhi Company	NBFC	Section 8 Company
Governing Law	Section 406, Companies Act + Nidhi Rules 2014	RBI Act 1934 + Companies Act	Section 8, Companies Act 2013
RBI Approval	Not required	Mandatory	Not required
Minimum Capital	Rs 10 lakh	Rs 2 crore	No minimum prescribed
Can Accept Deposits	Yes (from members only)	Yes (with RBI approval)	No
Can Lend Money	Yes (to members only)	Yes (to public)	No (non-profit)
Membership Limit	Only members; 200 within 1 year	Public at large	Members; no minimum count
Profit Distribution	Allowed (dividend)	Allowed	Not allowed (non-profit)

Related Services from Patron Accounting

Private Limited Company Registration - If your business model requires a private company structure
Section 8 Company Registration - For non-profit charitable or social enterprises
Public Company Registration - For larger entities seeking public company status
GST Registration - Mandatory once turnover exceeds threshold
Digital Signature Certificate (DSC) - DSC for directors required for MCA filings

Legal and Compliance Framework for Nidhi Companies

Governing Act: Companies Act, 2013 - Section 406 (as amended by Companies (Amendment) Act, 2017, effective 15 August 2019).

Governing Rules: Nidhi Rules, 2014 (as amended by Nidhi (Amendment) Rules 2019, 2020, 2022, 2023, 2024).

Regulatory Authority: Ministry of Corporate Affairs (MCA), Government of India. Regional Director for branch approvals and extensions.

Key Provisions: Section 406(1) defines Nidhi and empowers the Central Government to declare companies as Nidhi. Rule 3A requires filing NDH-4 within 120 days of incorporation. If no government decision is conveyed within 45 days, approval is deemed granted under the Nidhi (Amendment) Rules, 2022. Rule 5 prescribes minimum requirements: 200 members, Rs 10 lakh NOF, NOF-to-deposit ratio of 1:20, and 10% unencumbered term deposits. Rule 6 lists prohibited activities: chit funds, hire purchase, leasing, insurance, securities business.

Penalty Provisions: Under Rule 24 of the Nidhi Rules, 2014, contravention of any provision attracts a fine up to Rs 5,000 for the company and every officer in default. Continuing violations attract an additional fine of Rs 500 per day after the first day of non-compliance. Under Section 450 of the Companies Act, 2013, where no specific penalty is prescribed, the company and every officer in default shall be punishable with fine up to Rs 10,000, with Rs 1,000/day for continuing default.

Annual Compliance Filings: Form NDH-1 (annual return of statutory compliance, filed within 90 days of first financial year-end), Form NDH-3 (half-yearly return filed within 30 days of each half-year conclusion, certified by practicing CA/CS/CWA), Annual Return (MGT-7) and Financial Statements (AOC-4) with ROC, and annual statutory audit certificate under Rule 22.

Frequently Asked Questions on Nidhi Company Registration

Get answers to the most common questions about Nidhi company incorporation, compliance, and operations in India.

Quick Answers

Can a Nidhi company accept public deposits? No. Nidhi companies can only accept deposits from and lend to their enrolled members under Section 406.

What is the NOF-to-deposit ratio? 1:20. For every Re 1 of Net Owned Funds, the Nidhi can accept up to Rs 20 in deposits under Rule 5(1)(d).

Is Nidhi company formation online? Yes. The entire process is online through the MCA portal using SPICe+ forms.

What forms are filed after Nidhi registration? NDH-4 (declaration), NDH-1 (annual compliance), NDH-3 (half-yearly return), MGT-7 (annual return), AOC-4 (financial statements).

Can foreigners be directors in a Nidhi company? Yes, but at least one director must be resident in India. Foreign directors need a valid passport as additional documentation.

Why Act Now - Nidhi Company Registration

The Nidhi (Amendment) Rules, 2022 significantly tightened requirements including higher capital thresholds and mandatory Central Government declaration. Companies that fail to file NDH-4 within 120 days of incorporation are barred from accepting deposits or lending to members - effectively rendering the entity non-operational.

The 45-day deemed approval window under the 2022 amendments provides certainty, but only for companies that file complete and compliant applications on time.

Start your Nidhi company registration today - Call +91 945 945 6700 or WhatsApp us.

Start Your Nidhi Company Registration Today

Nidhi company registration under Section 406 of the Companies Act, 2013 provides a legitimate and RBI-exempt pathway for entrepreneurs to establish a mutual benefit lending and deposit business in India. Governed by the Nidhi Rules, 2014 (as amended through 2022 and 2024), the process requires careful navigation of capital requirements, membership thresholds, and post-incorporation compliance filings.

Patron Accounting's CA and CS team brings 15+ years of company registration expertise, ensuring first-time approval of SPICe+ applications, timely NDH-4 declaration, and ongoing compliance management. With offices in Pune, Mumbai, Delhi, and Gurugram, we serve promoters across India with both in-person and remote support.

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Nidhi Company Registration Across India

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Content Created: 10 March 2026 | Last Updated: 10 March 2026 | Next Review: 10 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every 6 months by our CA and CS team. Review triggers include MCA notification amending Nidhi Rules, change in capital requirements, new NDH form version, or Companies Amendment Act provisions.

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