Quick answer
What is needed for Nidhi company registration?
Nidhi company registration needs a public limited company with at least three directors and ₹10 lakh paid-up equity capital, then a Form NDH-4 application within 120 days of incorporation showing at least 200 members and net owned funds of ₹20 lakh or more. The Central Government decides within 45 days, failing which approval is deemed.
- Public company with a name ending in Nidhi Limited
- NDH-4 due within 120 days of incorporation
- 200 members and ₹20 lakh net owned funds
- Deposits and loans only with members
What is a Nidhi company and who should register one?
A Nidhi is a public company formed to build the habit of thrift among its members: it takes deposits from members and lends to members, and nothing else. It suits a community, trade association or group of families in Delhi that wants a regulated mutual-benefit lender for its own people.
The model works when a large circle of people already trust each other and want a formal place to park savings and borrow small sums. It does not suit anyone planning to lend to the general public, to businesses, or to raise money from outside investors. A Nidhi cannot take deposits from or lend to a body corporate, cannot issue debentures and cannot borrow from banks to on-lend.
Nidhis sit under the Ministry of Corporate Affairs, not the RBI. The RBI's own FAQ on NBFCs lists Nidhi companies among the entities exempt from its registration, so if you want a lending company that serves the public, read our NBFC registration guide instead. Foreign direct investment in Nidhi companies is a prohibited sector under RBI's master direction on foreign investment, so the capital has to come from resident members.
What are the Nidhi company registration rules after the 2022 amendment?
For a Nidhi incorporated after 19 April 2022, rule 3B of the Nidhi Rules, 2014 applies: within 120 days of incorporation you must have 200 or more members and net owned funds of ₹20 lakh or more, and file Form NDH-4. Older Nidhis followed the one-year route in rules 3A and 5.
Net owned funds means paid-up equity capital plus free reserves, less accumulated losses and intangible assets. Money raised by issuing preference shares does not count, and a Nidhi cannot issue preference shares at all.
| Condition | Requirement | Where it comes from |
|---|---|---|
| Company type | Public limited company | Rule 4, Nidhi Rules 2014 |
| Directors | At least 3 (public company minimum) | Section 149(1), Companies Act 2013 |
| Paid-up equity capital | Not less than ₹10 lakh (raised from ₹5 lakh in 2022) | Rule 4, as amended 19.04.2022 |
| Name | Must end with "Nidhi Limited"; no company may use those words until declared | Rule 4, proviso added 16.07.2024 |
| Members | At least 200 when filing NDH-4 | Rule 3B(1) |
| Net owned funds | ₹20 lakh or more when filing NDH-4 | Rule 3B(1) |
| Filing window | NDH-4 within 120 days of incorporation | Rule 3B(1) |
| Promoters and directors | Fit and proper declaration from each | Rule 3B |
Source: Nidhi Rules 2014 as amended, consolidated text at rule 3 and rule 4 (valid as on 6 November 2026), cross-checked with the G.S.R. 301(E) summary by Taxmann. Checked 10 November 2026.
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What documents do you need for Nidhi company registration?
You need two sets of papers: incorporation documents for the public company through SPICe+, and the NDH-4 pack that proves membership, net owned funds and the fitness of every promoter and director. Collect the member list early, because 200 members is usually the slowest part.
| Stage | Document | From whom |
|---|---|---|
| Incorporation | PAN, Aadhaar or passport, address proof and photo | Each director and subscriber |
| Incorporation | Proof of the registered office in Delhi with owner's NOC and a recent utility bill | Owner of the premises |
| Incorporation | Digital signature certificates and DIN applications | Directors |
| Incorporation | MoA with the object of cultivating thrift and lending to members; AoA | Drafted for the company |
| NDH-4 | List of members with share details showing at least 200 | Company |
| NDH-4 | Proof of paid-up capital and net owned funds of ₹20 lakh or more (bank statement, audited or certified figures) | Company and its auditor |
| NDH-4 | Fit and proper declaration under rule 3B | Every promoter and director |
| NDH-4 | Details of branches, if any, and deposits and loans so far | Company |
Fit and proper declaration: rule 3B, Nidhi Rules 2014. The NDH-4 form on the MCA portal lists the attachments; check the current version before filing.
How does the Nidhi company process work: step by step
The process runs from name approval to Central Government declaration. Plan the timeline backwards from day 120, because membership drives and capital collection have to finish inside that window.
- 1
Check the founders
Screen every promoter and director against the rule 3B disqualifications before you apply for the name. One disqualified person can sink the declaration.
- 2
Reserve the name
Choose a name ending in Nidhi Limited and reserve it through SPICe+ Part A or RUN on the MCA portal.
- 3
Incorporate the public company
File SPICe+ with the MoA, AoA, director details and subscriber details. PAN and TAN come with the certificate of incorporation.
- 4
Open the bank account and collect capital
Bring in at least ₹10 lakh of paid-up equity and build net owned funds to ₹20 lakh.
- 5
Enrol 200 members
Allot shares to members with proper KYC and record each one in the register of members.
- 6
File Form NDH-4
Apply within 120 days of incorporation with the member list, funds proof and fit and proper declarations.
- 7
Get the decision and start
The Central Government has 45 days to decide. After approval, file it with the Registrar alongside INC-20A and only then begin Nidhi business.
What are the government fees and timeline for a Nidhi company?
The legal timeline is fixed: 120 days from incorporation to file NDH-4 and 45 days for the Central Government to decide. Government fees depend on authorised capital and Delhi stamp duty, so check the MCA fee calculator for your figures before you budget.
| Stage | Time limit | Rule |
|---|---|---|
| Incorporation as public company | Usually days once documents are clean; MCA processing varies | SPICe+ |
| Membership and NOF target met, NDH-4 filed | Within 120 days of incorporation | Rule 3B(1) |
| Central Government decision | Within 45 days of receipt, else deemed approved | Rule 3B(4) |
| Approval filed with Registrar | With Form 20A (commencement of business) | Rule 3B(5) |
| First half-yearly return NDH-3 | Within 30 days after the end of each half year | Rule 21 |
Fees: use the MCA fee calculator. Rules: rule 3B and rule 21, checked 10 November 2026. You get a fixed professional quote from us before work starts.
What can a Nidhi company not do?
Rule 6 restricts a Nidhi to borrowing and lending in its own name with its own members. It cannot run chit funds, hire purchase, leasing or insurance, cannot advertise for deposits and cannot pay brokerage to agents who bring in deposits or borrowers.
- No deposits from, or loans to, anyone who is not a member, and none to any body corporate.
- No preference shares, debentures or other debt instruments.
- No current accounts for members.
- No buying securities of other companies, and no takeover of another company without a special resolution and Regional Director approval.
- No pledging of assets members have lodged as security.
- No partnership arrangements in borrowing or lending.
- No loans from banks or financial institutions to lend onward to members.
- Locker facilities are allowed only if locker rent stays within 20% of gross income in the year.
Source: rule 6, Nidhi Rules 2014 as amended in 2022, checked 10 November 2026.
What compliance does a Nidhi have after declaration?
A declared Nidhi files Form NDH-3 every half year within 30 days of the half-year end, certified by a practising company secretary, chartered accountant or cost accountant, on top of the normal annual filings every company makes with the Registrar.
The annual cycle includes the statutory audit, financial statements in AOC-4 and the annual return in MGT-7, plus director KYC. Our ROC compliance page lists the company calendar, and the audit side is covered on statutory audit. Keep the deposit and loan registers member-wise, because inspections look at whether every depositor and borrower was a member on the date of the transaction.
For Nidhis formed before April 2022, rule 5 also fixed a ratio of net owned funds to deposits of not more than 1:20 and unencumbered term deposits of at least 10% of outstanding deposits. Check how these apply to your company with whoever audits it.
Why do Nidhi applications get rejected?
Most refusals come from missing the 120-day window, falling short of 200 members or ₹20 lakh net owned funds, or a promoter or director failing the fit and proper test. Until declared, the company also cannot file SH-7 or PAS-3, so it cannot raise or alter capital.
| Problem | What it means |
|---|---|
| NDH-4 filed after 120 days | Rule 3B window missed; the company cannot start Nidhi business |
| Fewer than 200 members | Condition in rule 3B(1) not met |
| NOF below ₹20 lakh | Preference share money and intangibles do not count towards NOF |
| Director of 5 or more Nidhis, or promoter of 3 or more | Fails the fit and proper criteria |
| Pending economic-offence charge sheet, wilful defaulter or fugitive economic offender | Fails the fit and proper criteria |
| Using "Nidhi Limited" before declaration | Barred by the 2024 proviso to rule 4 |
Source: rules 3B and 4, Nidhi Rules 2014, checked 10 November 2026.
How does CA in Delhi handle Nidhi company registration?
Send us the promoter list, the proposed name and your plan for members and capital. We check the fit and proper criteria first, map the 120-day timeline and give you a fixed quote before work starts. You get back the incorporation papers, the NDH-4 filing and a compliance calendar.
Greenwolf Advisors lists business incorporation, entity setup and regulatory filings among its services, so the company formation and ROC filings can sit with that team. The Nidhi-specific declaration and the half-yearly certification are passed to the listed firm or partner professional that handles them, and you confirm scope before anything is filed. See the full list on chartered accountant firms in Delhi.
Our office is at Netaji Subhash Place, a short trip from Rohini and Pitampura where many community groups meet. Groups elsewhere can work with us online and on WhatsApp, and if you just want someone close by, our CA near me page explains how we take enquiries. Call or WhatsApp +91 99114 92897 or send the enquiry form.
Frequently asked questions
How many members are needed to register a Nidhi company?
A Nidhi incorporated after 19 April 2022 needs at least 200 members when it files Form NDH-4, which is due within 120 days of incorporation under rule 3B. You can incorporate the public company with fewer subscribers and then enrol members through share allotments inside that window.
What is the minimum capital for a Nidhi company in 2026?
Paid-up equity capital must be at least ₹10 lakh under rule 4, and net owned funds must reach ₹20 lakh or more by the time you file NDH-4. Net owned funds exclude accumulated losses, intangible assets and any money raised through preference shares.
Is a Nidhi company regulated by RBI?
No. A Nidhi is declared by the Central Government under section 406 of the Companies Act and is governed by the Nidhi Rules under the Ministry of Corporate Affairs. RBI's FAQ on NBFCs lists Nidhi companies among entities exempt from RBI registration to avoid dual regulation.
Can a Nidhi company lend to non-members?
No. Rule 6 bars a Nidhi from accepting deposits from or lending to anyone other than its members, and from dealing with any body corporate. A borrower must become a member by holding shares before taking a loan.
How long does the Central Government take to approve NDH-4?
Rule 3B(4) gives the Central Government 45 days from receipt of the application to communicate its decision. If no decision is conveyed in that time, the application is deemed approved. The company then files the approval with the Registrar alongside Form 20A.
Can NRIs or foreign investors invest in a Nidhi?
Foreign direct investment in Nidhi companies is listed as prohibited in RBI's Master Direction on Foreign Investment in India (updated June 2026). Capital and membership should come from residents. If you are an NRI with income in India, see our NRI tax services page for your own filing.
What happens if NDH-4 is not filed within 120 days?
The company has missed the rule 3B window and cannot commence Nidhi business. Until it is declared, it also cannot file SH-7 to alter share capital or PAS-3 for allotments. Talk to a professional before day 100 if membership or funds are short.
Which return does a Nidhi file every six months?
Form NDH-3, the half-yearly return, is filed with the Registrar within 30 days after the end of each half year under rule 21. It must be certified by a practising company secretary, chartered accountant or cost accountant.
Can a Nidhi company open branches in Delhi?
Only after it has earned net profit after tax in each of the three preceding financial years, under rule 10. It can then open up to three branches within its district. More than three, or any branch outside the district, needs prior Regional Director permission, and each opening is reported to the Registrar within 30 days.