Nidhi Company Registration

Overview

A Nidhi Company is a type of Non-Banking Financial Company (NBFC) recognised under Section 406 of the Companies Act, 2013 read with the Nidhi Rules, 2014. It is incorporated as a public limited company with the core object of cultivating the habit of thrift and savings among its members, and of accepting deposits from and lending to its members only, for their mutual benefit.

Nidhi Companies are popular in South India and are also known as Mutual Benefit Societies, Permanent Funds or Benefit Funds. Unlike other NBFCs, a Nidhi Company does not require a licence from the Reserve Bank of India (RBI) to operate, although it must comply with the Nidhi Rules notified by the Ministry of Corporate Affairs (MCA).

This service is suited to a group of individuals who wish to set up a member-based savings and lending institution within a defined locality. A Nidhi Company can only deal with its registered members, cannot accept deposits from or lend to the general public, and cannot carry on the business of chit funds, hire purchase, insurance, leasing or the acquisition of securities issued by any body corporate.

Benefits of Nidhi Company

• No RBI licence required: Unlike most NBFCs, a Nidhi Company is exempt from obtaining a licence from the Reserve Bank of India, making it simpler to start and run.
• Encourages savings: It promotes the habit of thrift and savings among members and offers them a secure place to deposit money.
• Easier, low-cost lending: Members can avail loans (typically secured against deposits, property or gold) at reasonable rates of interest, often more accessible than from commercial banks.
• Limited liability: Being a public limited company, the liability of members is limited to their shareholding.
• Separate legal entity: The company has perpetual succession and an existence independent of its members.
• Lower risk and simpler operations: Dealings are restricted to members only, which keeps operations contained and reduces external credit risk.
• Cost-effective alternative: It offers a more economical route to running a mutual-benefit finance business compared to a full-fledged NBFC.

Requirements for Registration

• Type of company: A Nidhi must be incorporated as a public limited company.
• Minimum members: At least 7 shareholders at the time of incorporation, increasing to a minimum of 200 members within one year of incorporation.
• Minimum directors: At least 3 directors.
• Members must be individuals: Only natural persons can be members; bodies corporate and trusts cannot be admitted as members.
• Paid-up capital: A minimum equity paid-up share capital as prescribed under the Nidhi Rules at incorporation, to be increased within the prescribed period.
• Net Owned Funds (NOF): The company must achieve the minimum Net Owned Funds prescribed under the Nidhi (Amendment) Rules within the stipulated time.
• Object clause: The Memorandum must state that the sole object is to cultivate the habit of thrift and savings among members and to receive deposits from, and lend to, members only.
• Name: Once declared a Nidhi by the Central Government, the company must use the words "Nidhi Limited" as part of its name.
• No preference shares: A Nidhi cannot issue preference shares.

Documents Required

Only PAN Card and Aadhaar Card are mandatory; the rest are optional.

• PAN Card
• Aadhaar Card
• Passport-size Photograph
• Address Proof (Utility / Electricity Bill)
• Bank Statement
• Digital Signature Certificate (DSC)
• No-Objection Certificate (NOC) from landlord/owner
• Rent Agreement / Lease Deed
• Declaration from Directors (not disqualified under Companies Act, 2013)
• Consent to Act as Director (DIR-2)

Rules

Key rules governing the operations of a Nidhi Company under the Nidhi Rules, 2014:

• Members only: It can accept deposits from and lend only to its members; dealing with non-members is prohibited.
• Permitted deposits: It may accept fixed, recurring and savings deposits from members within the limits prescribed under the rules. It cannot run current accounts for members.
• Net Owned Funds to deposit ratio: The ratio of Net Owned Funds to deposits must not exceed 1:20.
• Unencumbered term deposits: The company must maintain unencumbered term deposits of not less than 10% of its outstanding deposits.
• Secured lending: Loans are granted against security such as gold, property, fixed deposits or government securities; unsecured lending is not permitted.
• Prohibited activities: A Nidhi cannot carry on chit fund, hire purchase, insurance, leasing or the business of acquiring securities issued by any body corporate; it also cannot issue debt instruments to the public.
• No credit cards / brokerage: It cannot issue credit cards or pay brokerage/incentive for mobilising deposits or for deployment of funds.
• Area of operation: It cannot open branches, collection centres or offices outside the State of its registered office, and may open branches only after meeting the profitability and compliance conditions in the rules.

Compliances

After incorporation, a Nidhi Company must meet certain periodic compliances with the MCA:

• Form NDH-4: Application to the Central Government for declaration as a Nidhi, to be filed within the time prescribed under the rules after incorporation.
• Form NDH-1: Return of statutory compliances filed after the close of the financial year, certified by a practising Chartered Accountant, Company Secretary or Cost Accountant.
• Form NDH-2: Application to the Regional Director for an extension of time, where the company has not met the minimum members or NOF requirement within the prescribed period.
• Form NDH-3: Half-yearly return, certified by a practising professional, capturing details of members, deposits, loans and reserves.
• Annual ROC filings: Form AOC-4 (financial statements) and Form MGT-7 (annual return).
• Income Tax Return: Annual filing of the company's income tax return.
• Statutory audit: Audit of the books of account and other event-based filings as applicable under the Companies Act, 2013.

Non-compliance can attract penalties under the Companies Act, 2013 and may lead to restrictions on accepting deposits or lending.

How to Apply

Getting your Nidhi Company registered through TaxoSure is simple and completely online. Just follow these steps:

1. Visit TaxoSure. Go to taxosure.com and open the Nidhi Company Registration service page.
2. Login or Register. Create your free TaxoSure account, or log in if you already have one.
3. Upload your documents. Your KYC documents (PAN & Aadhaar) are auto-filled from your account; simply upload the remaining documents as per the checklist on this page.
4. Submit your application. Review the details and submit your application in one click.
5. Talk to our consultant. Our consultant connects with you on WhatsApp / Call to confirm the details, share the pricing and begin the work.
6. Get your Nidhi Company registered. Our experts complete the entire incorporation process and deliver your Certificate of Incorporation and related documents to you.

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