Nidhi Company (Mutual Benefit Society) Registration in Bengaluru
Incorporate a Nidhi Limited with its registered office in Bengaluru, build it to 200 members and Rs 20 lakh net owned funds inside 120 days, and file NDH-4 for the Central Government declaration before a single deposit is taken. Professional fee from Rs 8,499, excluding GST.
| Item | Position for a Bengaluru Nidhi |
|---|---|
| Governing law | Section 406, Companies Act, 2013 and the Nidhi Rules, 2014 as amended in 2022 |
| Form of company | Public company limited by shares; name ends in "Nidhi Limited" |
| Registrar | ROC Bangalore, which covers the whole State of Karnataka |
| Regional Director | RD South-Western Region, Bengaluru (from 16 February 2026) |
| Who declares the company a Nidhi | The Central Government, on Form NDH-4 |
| Capital at incorporation | Paid-up equity of at least Rs 10 lakh |
| Within 120 days | 200 members, Rs 20 lakh net owned funds and NDH-4 filed |
| Typical time to incorporation | 15 - 20 working days with documents ready |
The first is the order of events. Much of what is still online describes the pre-2022 position, where a company could incorporate as a Nidhi, start taking deposits and grow into the membership requirement over a year. That route has closed. Under the Nidhi (Amendment) Rules, 2022, a new company may commence business only after the Central Government declares it a Nidhi on its NDH-4 application, so a Bengaluru promoter group has to finance and run the company for up to four months with no deposit income at all.
The second is the regional office. Older pages tell Karnataka applicants that their Regional Director sits outside the state. From 16 February 2026 the Ministry of Corporate Affairs set up a Regional Directorate for the South-Western Region at Bengaluru, with jurisdiction over Karnataka, Kerala and Lakshadweep. Any Nidhi matter the rules send to the Regional Director, and any company-law application that goes to an RD, is now handled in Bengaluru.
Source: Press Information Bureau release on the restructuring of RoC and RD offices, effective 16 February 2026.
A Nidhi is a public company notified under Section 406 of the Companies Act, 2013 whose object is to cultivate thrift and savings among its members. It accepts deposits only from members and lends only to members, against security such as gold, property or the member's own deposits. It is regulated by the Ministry of Corporate Affairs through the Nidhi Rules, not licensed by the Reserve Bank of India.
In Bengaluru the model fits a defined, stable community: traders in an established market, employees of a manufacturing group, members of a caste or regional association, or residents of a layout who already lend to each other informally. The test we put to every enquiry is simple: can you name 200 people who will each subscribe to shares within four months, and who will keep their savings with the Nidhi once it is declared?
It does not suit a lender who wants customers from the open market, a startup that plans to lend to small businesses, or a group that wants to run a chit. Those need an NBFC registration with the RBI, a chit registration under state law, or a different structure entirely. If the aim is charitable rather than mutual, see Section 8 registration in Bangalore.
The national rules are summarised on our Nidhi company registration page and in the Nidhi company rules 2026 guide. This page covers what changes when the registered office is in Karnataka.
| Stage | Authority | Notes for Bengaluru |
|---|---|---|
| Name and incorporation (SPICe+) | Central Registration Centre, then ROC Bangalore | Filed online; the registered office address decides the ROC |
| Allotments to new members (PAS-3) | ROC Bangalore | Blocked if NDH-4 is not filed within 120 days |
| Declaration as a Nidhi (NDH-4) | Central Government, Ministry of Corporate Affairs | Decision due within 45 days; deemed approved if none |
| Commencement (INC-20A) | ROC Bangalore | Filed with the declaration |
| Regional Director matters | RD South-Western Region, Bengaluru | Covers Karnataka, Kerala and Lakshadweep |
| Half-yearly NDH-3 and NDH-1 | ROC Bangalore | Certified by a practising CA, CS or CMA |
Karnataka has a single Registrar of Companies, at Bengaluru, whose jurisdiction is the whole state. A Nidhi registered in Mysuru, Hubballi or Mangaluru answers to the same ROC as one in Jayanagar. The 2026 restructuring created new Registrar offices elsewhere in the country but left ROC Bangalore's jurisdiction unchanged.
We ask the promoters for a named list of intended members with PAN and contact details. A Bengaluru association that can produce 150 names on day one usually reaches 200; one that has 40 rarely does. This is the single best predictor of whether NDH-4 will be on time.
Each promoter and director is checked against the 2022 criteria: no pending criminal complaint of the kinds listed, no wilful-defaulter tag, no regulatory debarment, and not already a director of five or more Nidhis or a promoter of three or more. A single adverse finding sinks the whole application, so it is checked first.
Two proposed names ending in "Nidhi Limited". Names that suggest banking or finance to the general public draw objections.
The objects clause is limited to accepting deposits from and lending to members. The articles are written for a public company. Karnataka stamp duty on the MOA and AOA is computed and paid on the MCA portal at filing.
The company receives its CIN, PAN and TAN. The 120-day clock starts on the date of incorporation shown on the certificate.
Shares of at least Rs 10 face value are allotted to new members in batches, each batch filed in PAS-3, until membership and net owned funds both clear the threshold.
NDH-4 goes in with the fit-and-proper declarations and the supporting registers. Once the declaration is received, or deemed after 45 days, it is filed with INC-20A and the Nidhi can open for deposits.
| Stage | Indicative time | Depends on |
|---|---|---|
| Member census and fit-and-proper review | 3 - 5 working days | How quickly promoters share details |
| DSC and name reservation | 3 - 6 working days | Name objections |
| SPICe+ Part B to incorporation | 7 - 10 working days | ROC Bangalore processing |
| Member onboarding to 200 and Rs 20 lakh | Within 120 days of incorporation | The promoters' network |
| Central Government decision on NDH-4 | Within 45 days of filing | Deemed approved if no decision |
Plan for roughly five to six months from first call to the first deposit. Groups that treat 120 days as a target rather than a deadline are the ones that miss it.
| Head | Position |
|---|---|
| SPICe+ filing fee | Nil where authorised capital is up to Rs 15 lakh |
| Name reservation | Rs 1,000 |
| Stamp duty on MOA and AOA | Under the Karnataka Stamp Act, 1957, computed on the MCA portal at filing |
| PAS-3 and NDH-4 | MCA fees at actuals as charged on the portal |
| DSCs | At actuals |
Because a Nidhi must have at least Rs 10 lakh paid up and Rs 20 lakh of net owned funds within four months, many Bengaluru promoters set authorised capital above Rs 15 lakh from the start. That takes the SPICe+ fee and stamp duty above the minimum. We model both options so you can choose between a higher fee now or an SH-7 capital increase later.
| Plan | Professional fee | Covers |
|---|---|---|
| Starter | From Rs 8,499 | Member census, fit-and-proper review, name, MOA and AOA, SPICe+ incorporation with ROC Bangalore |
| Standard | On quote | Starter plus allotments to 200 members, PAS-3 filings, net owned funds working and NDH-4 |
| Pro | On quote | Standard plus INC-20A, NDH-1, half-yearly NDH-3 and the first year of ROC filings |
All plans exclude GST. MCA fees, Karnataka stamp duty and DSCs are paid at actuals and shown separately on your invoice. Declaration as a Nidhi is decided by the Central Government and is not guaranteed.
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.
| Rule | What it means day to day |
|---|---|
| Net owned funds to deposits not more than 1:20 | Rs 20 lakh of NOF supports at most Rs 4 crore of deposits |
| At least 10% of deposits in unencumbered term deposits | Kept with a scheduled bank or post office |
| Fixed deposits 6 - 60 months; recurring deposits 12 - 60 months | Product design must stay inside these bands |
| Loans only to members, against prescribed security | Gold, property, the Nidhi's own deposits and similar |
| Per-member loan ceiling | Rs 2 lakh while total deposits are below Rs 2 crore |
| Branches | Only after three consecutive years of net profit after tax, with filings up to date |
A Bengaluru Nidhi that wants a second counter in another part of the city therefore waits at least three years. Members often expect a branch sooner; we set that expectation at the start.
| Filing | Due | Consequence of default |
|---|---|---|
| NDH-1 return of statutory compliances | Within 90 days of the close of the first financial year, and the second where applicable | Additional fees and scrutiny of Nidhi status |
| NDH-3 half-yearly return | Within 30 days of each half-year | Additional fees; persistent default draws Registrar action |
| AOC-4 and MGT-7 | After the AGM, as for any public company | Per-day additional fee and director disqualification risk |
| Auditor's certificate of compliance | Every year with the audit | Qualifications reach the Registrar |
Under Rule 23 the Registrar can call for information from a Nidhi, and where a Nidhi is run against its members' interests the Regional Director can appoint a Special Officer to take over its management after giving it a hearing. For a Karnataka Nidhi that power now sits with the South-Western Region office in Bengaluru.
| Nidhi company | Credit co-operative society | NBFC | |
|---|---|---|---|
| Regulator | Ministry of Corporate Affairs | Co-operative law | Reserve Bank of India |
| Who can deposit or borrow | Members only | Members only | Public, subject to its licence |
| Entry capital | Rs 10 lakh paid up; Rs 20 lakh NOF in 120 days | Varies with the law | Net owned funds set by the RBI, far higher |
| Registered with | ROC Bangalore | Registrar of Co-operative Societies | ROC Bangalore, then RBI registration |
| Can list or raise public capital | No | No | Depends on structure |
Because a Nidhi is a public company, it also carries public-company governance. Our public vs private limited company guide sets out what that means, and our public limited company registration in Bangalore page covers the general public-company route.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with Karnataka companies from our office at 26, Krishnalaya Complex, 4th Cross, N.R. Road, Bengaluru 560002.
| Reference | Relevance |
|---|---|
| Section 406, Companies Act, 2013 | Power to declare and regulate Nidhis |
| Nidhi Rules, 2014 (G.S.R. 258(E), 31 March 2014) | Deposits, loans, ratios, returns |
| Nidhi (Amendment) Rules, 2022 | Rs 10 lakh capital, 120-day test, NDH-4, fit and proper, prior declaration |
| Rule 3B(4), Nidhi Rules | Central Government decision on NDH-4 within 45 days, else deemed approval |
| Rule 23, Nidhi Rules | Registrar's call for information; Regional Director's power to appoint a Special Officer |
| S.O. 831(E), 24 March 2015 | ROC Bangalore jurisdiction over the whole State of Karnataka |
| MCA restructuring effective 16 February 2026 | RD South-Western Region at Bengaluru for Karnataka, Kerala and Lakshadweep |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and the Press Information Bureau release of 31 December 2025.
A wholesale traders' association in the city market wanted a Nidhi for its 300 members. The promoters had a draft scheme to open fixed deposits from the first week. We held deposits back, incorporated with Rs 10 lakh paid up and Rs 25 lakh authorised, and allotted Rs 10 shares to members in four batches over eleven weeks, filing PAS-3 for each. By day 96 the company had 214 members and Rs 21.4 lakh of net owned funds. NDH-4 was filed on day 98, and deposits opened only after the declaration was received and INC-20A was filed.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Public Limited Company Registration in Bangalore, Section 8 Registration in Bangalore, Closure of a Private Limited Company in Bangalore. National: Nidhi company registration, INC-20A filing, DPT-3 filing and our Nidhi company rules 2026 guide.
ROC Bangalore. Karnataka has a single Registrar of Companies at Bengaluru with jurisdiction over the whole state, so a Nidhi with its registered office anywhere in Karnataka is incorporated with and files its returns before ROC Bangalore.
From 16 February 2026, the Regional Director, South-Western Region, at Bengaluru, which covers Karnataka, Kerala and Lakshadweep. Older guidance that sends Karnataka matters to an RD outside the state is out of date.
The Central Government, on an application in Form NDH-4. It must convey its decision within 45 days of the application; if it does not, the application is deemed approved under Rule 3B(4) of the Nidhi Rules.
No. Since the Nidhi (Amendment) Rules, 2022, a company can commence business only after the Central Government declares it a Nidhi. Deposits and loans have to wait for the declaration and the INC-20A filing.
At least Rs 10 lakh of paid-up equity at incorporation and net owned funds of Rs 20 lakh within 120 days. Shares must be fully paid with a face value of at least Rs 10, and a Nidhi cannot issue preference shares.
Duty is charged under the Karnataka Stamp Act, 1957 and is computed and paid on the MCA portal when SPICe+ is filed. It depends on the authorised capital, so we confirm the figure for your capital structure at quote stage.
If NDH-4 is not filed within 120 days of incorporation, the company cannot file SH-7 to alter its share capital or PAS-3 to report allotments, which in practice freezes it. That is why we plan the member build before incorporation.
Only after it has earned net profit after tax in each of the three preceding financial years and its financial statements and annual returns are up to date with the Registrar. A newly declared Nidhi runs from its registered office for its first three years.
Our professional fee for incorporation starts at Rs 8,499 plus GST. The SPICe+ fee is nil up to Rs 15 lakh authorised capital, name reservation is Rs 1,000, and Karnataka stamp duty and DSCs are at actuals. NDH-4 support is quoted separately.
Tell us what you need and a real CA calls you back, with no scripts and no transfers. Call 72783 76654. Mon - Sat, 10:00 AM - 7:00 PM IST.
Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: MCA restructuring of RoC and RD offices, effective 16 February 2026
Canonical: https://corporatewalla.com/bangalore/nidhi-company-registration
