Is RBI licence required?

No. Nidhi companies are exempt from RBI NBFC regulations under RBI Master Direction DN.BS.PD.No.04/03.10.119/2015-16 (read with Companies Act Section 406 and Nidhi Rules 2014). The regulatory authority is MCA.

What is the minimum capital?

Net Owned Funds (NOF) of ₹10 lakh at incorporation; must be raised to ₹20 lakh within 1 year (Rule 6 of Nidhi Rules, 2014).

How many members are required?

Minimum 7 members at incorporation (public company requirement); membership must be increased to at least 200 within 1 year (Rule 5).

Can a Nidhi company accept deposits from public?

No. Section 406(1) read with Rule 14 of Nidhi Rules restricts deposits to members only. Accepting deposits from non-members is a punishable default.

NDH-1 is a declaration of compliance with Nidhi Rules filed within 90 days of close of the first financial year. It certifies number of members, deposits, loans, NOF and other prescribed metrics.

Can a Nidhi company open branches?

Yes — but only 3 branches within the same district of registered office without prior approval (Rule 13). Opening branches beyond the district or exceeding 3 requires Form NDH-2 application to RoC.

What are the prohibited activities?

Nidhis cannot undertake chit-fund, hire-purchase, leasing, insurance, securities, or issue preference shares/debentures (Section 406(2)).

Can foreign investors invest in a Nidhi?

No. FDI in Nidhi companies is prohibited under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 — Schedule 1, Prohibited Sectors.

Editor's pickStartup · Government Registration

Nidhi Company Registration

Register a Nidhi Company under Section 406 of Companies Act 2013. ₹10 lakh capital, 200 members in 1 year, NDH-1/NDH-3 filing. RBI NBFC licence NOT required.

Statutory basis: Companies Act, 2013 — Section 406 (Nidhi Companies).

Turnaround

7–14 Days

₹

Starts from

₹2,499

Money-back accuracy

Guaranteed

Total starting from

₹2,499

Professional + estimated government fee

Professional fee₹1,499 starts with

Government fee (est.)₹1,000

Turnaround7–14 Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

Nidhi Company Registration is a key regulatory filing administered by Ministry of Corporate Affairs (MCA); Nidhi Rules do not require RBI licence — Nidhis are exempt from RBI NBFC regulations under RBI notification DN.BC.45/08.12.051/2002-03 (subject to compliance with Nidhi Rules).. Filing is executed via SPICe+ (INC-32) Part A + Part B for incorporation; **NDH-1** (declaration of compliance with Nidhi Rules — filed within 90 days of close of first FY); **NDH-2** (application for extension of time); **NDH-3** (return of Nidhi — annual); **NDH-4** (application for declaration as Nidhi); Form 20A / INC-20A (commencement). under Companies Act, 2013 — Section 406 (Nidhi Companies); Companies (Nidhi Companies) Rules, 2014 (effective 15 June 2014); Notification G.S.R. 350(E) of 2014; subsequent amendments including Companies (Nidhi Companies) Amendment Rules, 2022.. Our specialist-led team ensures full compliance with statutory documentation, eligibility verification, and expedited government approval.

Eligibility & thresholds

Minimum

A Nidhi company is incorporated as a Public Limited Company under Section 3(1)(a) of Companies Act with the object of cultivating the habit of thrift and savings among its members and receiving deposits from, and lending to, its members only for their mutual benefit. Minimum 7 members (initially)
to be increased to **200 within 1 year** (Rule 5). Minimum 3 directors. Net owned funds (NOF) of ₹10 lakh minimum at incorporation
to be increased to **₹20 lakh within 1 year** (Rule 6). Must be a public company limited by shares.

Maximum

Nidhi companies cannot: (a) carry on chit-fund, hire-purchase, leasing, insurance, or securities business
(b) issue preference shares, debentures or any other debt instrument
(c) accept deposits from or lend to non-members

Statutory floor

Adherence to governing Act
Transparent statutory fee schedule
Mandatory periodic audit disclosures

What's included

Everything in one transparent fee — no add-ons, no surprises.

Investor-Centric AOA Drafting

If you plan to raise institutional funding, standard Articles of Association (AOA) will not suffice. Venture capitalists demand specific clauses regarding right of first refusal (ROFR), tag-along/drag-along rights, and anti-dilution provisions. Our elite corporate lawyers draft sophisticated AOAs that anticipate future funding rounds, preventing costly and time-consuming structural overhauls when you secure term sheets.

Complex Multi-Founder Structuring

Co-founder disputes are the leading cause of early-stage startup failure. We don't just register your company; we advise on optimal equity splits, director roles, and authorized capital distribution. We provide templates for Co-Founder Agreements and vesting schedules, ensuring that the foundational relationship between partners is legally documented and aligned for long-term stability.

Rapid SPICe+ Processing Engine

Time is of the essence for startups. We utilize an advanced compliance engine that preemptively validates all data entered into the SPICe+ (INC-32) form. By cross-referencing PAN databases, checking DIN eligibility, and formatting registered office proofs perfectly, we eliminate typographical errors that typically cause frustrating ROC resubmission delays, ensuring first-pass approval.

Strategic Authorized Capital Advisory

Determining your initial Authorized Share Capital is a delicate balance. Set it too low, and you'll immediately face high fees to increase it during your first seed round. Set it too high, and you pay unnecessary upfront government stamp duty. We analyze your 12-to-18-month funding roadmap to recommend the exact optimal capital structure that minimizes immediate costs while accommodating your immediate growth.

ESOP Implementation Framework

Attracting top-tier talent in the startup ecosystem often requires offering Employee Stock Ownership Plans. A Private Limited Company is the only structure that efficiently supports this. As part of our premium advisory, we structure your initial cap table to accommodate a future ESOP pool seamlessly, ensuring you are ready to incentivize your founding team.

Comprehensive Post-Incorporation Toolkit

Receiving the Certificate of Incorporation is just the starting line. Within the first 30 to 180 days, you must open a bank account, appoint a statutory auditor (ADT-1), and file the Commencement of Business (INC-20A). We provide a complete post-incorporation execution service, handling these mandatory compliance milestones so you can focus entirely on product development and sales.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Name reservation	₹1,000.
SPICe+ Part B filing	Nil for capital ≤ ₹15 lakh.
Stamp duty	state-specific.
NDH-1 fee	₹100.
NDH-2 application	₹1,000.
NDH-3 annual return	₹100.
Total Government Fee	₹1,000	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›All Public Ltd documents (Section 4) plus: — Identity and statutory verification
›MoA with Nidhi object clause per Section 406(1) — Identity and statutory verification
›AoA with mutual-benefit clauses — Identity and statutory verification
›NDH-1 declaration form (within 90 days of first FY close) — Identity and statutory verification
›Statement showing number of members, deposits, loans, NOF (Net Owned Funds) — Identity and statutory verification

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1-2 Days
DSC for 3 directors; SPICe+ Part A name reservat...
DSC for 3 directors; SPICe+ Part A name reservation (₹1,000) — name must include "Nidhi Limited".
2
I-Pro⏱ 1-2 Days
Draft MoA per Section 406 objects; AoA per Nidhi...
Draft MoA per Section 406 objects; AoA per Nidhi format.
3
Customer⏱ 1-2 Days
Sign INC-9, DIR-2 consents....
Sign INC-9, DIR-2 consents.
4
I-Pro⏱ 1-2 Days
File SPICe+ Part B with e-MoA, e-AoA, AGILE-PRO-...
File SPICe+ Part B with e-MoA, e-AoA, AGILE-PRO-S.
5
Regulator⏱ 1-2 Days
RoC issues COI with "Nidhi Limited" suffix — com...
RoC issues COI with "Nidhi Limited" suffix — company incorporated as "Public Limited Company".
6
I-Pro⏱ 1-2 Days
Within 90 days of close of first FY — file NDH-1...
Within 90 days of close of first FY — file NDH-1 declaration confirming compliance with Nidhi Rules.
7
I-Pro⏱ 1-2 Days
File NDH-3 (annual Nidhi return) within 30 days ...
File NDH-3 (annual Nidhi return) within 30 days of close of FY.
8
I-Pro⏱ 1-2 Days
Within 1 year — ensure ≥ 200 members and ₹20 lak...
Within 1 year — ensure ≥ 200 members and ₹20 lakh NOF.

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
- Section 406(4): Default in complying with Nidhi Penalty: - Section 406(4): Default in complying with Nidhi Rules — ₹500 per day penalty (s.450) + ₹5 lakh fine on company. - Rule 21 of Nidhi Rules: Continuing default — RoC may strike off the company. - Section 447: false statement — ₹1–5 lakh fine. - NDH-1 not filed within 90 days — ₹100 per day (s.450).	`Incorporation 2–7 days; NDH-1 filing within 90 day`	- Section 406(4): Default in complying with Nidhi Rules — ₹500 per day penalty (s.450) + ₹5 lakh fine on company. - Rule 21 of Nidhi Rules: Continuing default — RoC may strike off the company. - Section 447: false statement — ₹1–5 lakh fine. - NDH-1 not filed within 90 days — ₹100 per day (s.450).

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
- Section 406(4): Default in complying with Nidhi	Incorporation 2–7 days; NDH-1 filing within 90 day	- Section 406(4): Default in complying with Nidhi Rules — ₹500 per day penalty (s.450) + ₹5 lakh fine on company. - Rule 21 of Nidhi Rules: Continuing default — RoC may strike off the company. - Section 447: false statement — ₹1–5 lakh fine. - NDH-1 not filed within 90 days — ₹100 per day (s.450).

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Mismatched applicant legal name or identity details across KYC proofs
Why: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.
Fix: Our specialists pre-validate your documents against official government databases before portal filing.
2
Submitting outdated utility bills or non-notarized commercial leases
Why: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.
Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
3
Selecting incorrect classification, turnover slab, or statutory activity code
Why: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.
Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.

Frequently asked questions

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