Nidhi Company Registration

A Nidhi Company must be established as a public limited company from inception:

• •Minimum of 7 members (subscribers/shareholders).
• •Minimum of 3 directors (at least one must be a resident of India).
• •Directors must have valid Director Identification Numbers (DIN) and Class 3 Digital Signature Certificates (DSC).

As per the Nidhi (Amendment) Rules, 2022, the minimum paid-up equity capital threshold has been revised:

• •Minimum paid-up equity share capital of ₹10,00,000 (Rupees Ten Lakhs) fully paid in cash.
• •Preference shares are strictly prohibited; only equity shares may be issued.
• •Every member must hold a minimum statutory face value of equity shares (minimum ₹100 or 10 equity shares of ₹10 each) to open a savings or deposit account.

The proposed corporate name must strictly comply with Rule 8 of the Companies (Incorporation) Rules, 2014:

• •The name must explicitly end with the words 'Nidhi Limited'.
• •The name must be unique and not conflict with registered trademarks or existing corporate entities.
• •Valid registered office address proof in India with utility documentation and a No Objection Certificate (NOC) from the property owner.

Reservation of the proposed corporate name via MCA Central Registration Centre (CRC):

• •Obtain Class-3 Digital Signature Certificates (DSC) for all proposed directors and subscribers.
• •Submit up to 2 proposed names in order of preference with the suffix 'Nidhi Limited'.
• •Provide primary business objects indicating mutual benefit and thrift under Section 406.
• •Approved name is reserved for a validity period of 20 days for submitting incorporation documents.

Unified digital application capturing corporate, capital, director, and statutory details:

• •Details of authorized capital (minimum ₹10 Lakhs) and subscribed capital.
• •Allotment of DIN for up to 3 directors who do not currently hold a DIN.
• •Promoter and subscriber profile submission, including PAN, Aadhaar, and address verifications.
• •Integrated automatic applications for PAN (Income Tax) and TAN (Tax Deduction Account Number).

Preparation and digital execution of the Memorandum and Articles of Association:

• •Form INC-33 (e-MoA): Object clause strictly drafted to reflect the statutory purpose of thrift and mutual assistance under Section 406.
• •Form INC-34 (e-AoA): Internal governance regulations specifying membership admission, share qualification, deposit limits, interest ceilings, and board meetings.
• •Digitally signed by all 7 subscribers using their Class 3 DSCs.

Mandatory linked digital filings executed concurrently with SPICe+ Part B:

• •AGILE-PRO-S (INC-35): Facilitates registration for EPFO, ESIC, Professional Tax, and bank account opening.
• •Form INC-9: Electronic declaration and affidavit by subscribers and first directors.
• •Form DIR-2: Written consent of proposed directors to act in accordance with the Companies Act.
• •Professional Certification: Form SPICe+ must be digitally verified and certified by a practicing Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA).

Issuance of statutory corporate credentials by the Registrar of Companies (ROC):

• •Upon successful verification by the Central Registration Centre (CRC), the ROC issues the Certificate of Incorporation (COI).
• •Allocation of unique Corporate Identification Number (CIN), PAN, and TAN.
• •The company is officially recognized as a legal corporate entity under Indian law.

Mandatory declaration filed under Section 10A of the Companies Act, 2013:

• •Filed within 180 days from the date of incorporation.
• •Requires confirmation that all subscribers have deposited the agreed value of shares into the company's bank account.
• •Physical verification proof of the registered office address.

Mandatory application to the Central Government for formal notification as a Nidhi Company:

• •Must be filed within 120 days of incorporation (or within extended statutory timeline).
• •Requires having at least 200 members and Net Owned Funds (NOF) of ₹20,00,000 (Rupees Twenty Lakhs) or more.
• •No Nidhi Company can commence deposit acceptance or lending activities before obtaining Central Government approval via Form NDH-4.

Filing of annual compliance certificate with the Registrar of Companies:

• •Filed within 90 days from the close of the financial year.
• •Confirms maintenance of minimum 200 members.
• •Confirms that Net Owned Funds to deposit ratio does not exceed 1:20.
• •Must be certified by a practicing Chartered Accountant, Company Secretary, or Cost Accountant.

Monitoring and periodic regulatory disclosures:

• •Form NDH-2: Application submitted to the Regional Director (RD) for an extension of time if member count (200) or NOF ratio (1:20) could not be achieved within the statutory timeframe.
• •Form NDH-3: Half-yearly return filed within 30 days of the conclusion of each half-year (September 30 and March 31), certified by a practicing Chartered Accountant.

Mandatory liquidity reserve under Rule 14 of Nidhi Rules, 2014:

• •Every Nidhi must invest and continue to keep invested in unencumbered term deposits with a Scheduled Commercial Bank or Post Office an amount not less than 10% of total deposits outstanding at the close of business on the last working day of the second preceding month.

Operations strictly authorized within the registered membership base:

• •Accepting Fixed Deposits (FD), Recurring Deposits (RD), and Savings Deposits from members.
• •Granting loans to members against specified security: gold, silver, fixed deposits, Kisan Vikas Patra (KVP), National Savings Certificates, and unencumbered immovable property.
• •Providing safe deposit locker services to members, where rental income does not exceed 20% of gross income.

Activities that a Nidhi Company is legally barred from undertaking:

• •Dealing with or soliciting business from non-members.
• •Carrying on the business of chit funds, hire-purchase, leasing finance, or insurance.
• •Issuing preference shares, debentures, or any debt instruments to the public.
• •Acquiring securities or controlling stakes in other corporate bodies.
• •Entering into partnership arrangements in borrowing or lending activities.
• •Paying any commission, brokerage, or incentive for soliciting deposits or advancing credit.