Introduction

The registration of a Nidhi Company in India is a systematic process governed by the Companies Act, 2013, and the Nidhi Rules, 2014. Since a Nidhi Company must be registered as a public limited company, the incorporation process involves the submission of several statutory forms to the Ministry of Corporate Affairs (MCA) through its online portal. These forms ensure legal compliance, proper documentation, and verification of the company’s structure, purpose, and promoter details. Each form serves a specific function, from reserving the company name to declaring compliance with regulatory norms. A clear understanding of these forms is essential for promoters to ensure a smooth and lawful registration process. This detailed explanation outlines all key forms involved in the registration of a Nidhi Company.

Form SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus)

Form SPICe+ is the most important and comprehensive form used for the incorporation of all types of companies, including a Nidhi Company. It is divided into two parts. Part A is used for name reservation, and Part B is used for incorporation. Part B covers various aspects such as company details, registered office address, capital structure, details of subscribers and directors, and statutory declarations. SPICe+ also integrates other forms like PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening into a single application process.

Form SPICe+ MOA (Memorandum of Association)

This electronic form is used to file the Memorandum of Association (MOA) of the proposed Nidhi Company. The MOA outlines the company’s objectives, including its core function of promoting thrift and savings among members. Under the Companies Act, 2013, it is mandatory for the MOA to clearly state that the company is a Nidhi Company operating under mutual benefit principles. The subscribers must digitally sign the MOA to indicate their consent and agreement with the company’s objectives.

Form SPICe+ AOA (Articles of Association)

This form is used to file the Articles of Association (AOA), which define the internal rules and governance structure of the company. For a Nidhi Company, the AOA must include specific clauses related to membership eligibility, deposit acceptance, lending policies, and restrictions on financial activities. Like the MOA, the AOA must also be digitally signed by the initial subscribers to the company’s share capital.

Form AGILE-PRO-S (Application for Goods and Services Identification Number, Employee State Insurance Registration, EPFO Registration, Profession Tax, and Bank Account Opening)

This integrated form is used to apply for GST registration, EPFO registration, ESIC registration, Profession Tax registration (in applicable states), and opening of the company’s bank account. Although not mandatory for all businesses, it is part of the SPICe+ suite of forms and is filed at the time of incorporation to ensure complete regulatory registration under various Indian laws.

Form INC-9 (Declaration by Subscribers and First Directors)

Form INC-9 is a declaration by the subscribers to the Memorandum and the first directors affirming that they are not guilty of any offense about the formation, promotion, or management of any company. This declaration is a statutory requirement under Section 7 of the Companies Act, 2013. The form is auto-generated by the MCA portal based on the information provided in the SPICe+ form and must be digitally signed and submitted.

Form DIR-2 (Consent to Act as Director)

Each proposed director of the Nidhi Company must provide written consent to act as a director using Form DIR-2. This form must be signed by the individual and submitted as part of the incorporation documents. It confirms that the individual is willing to take up the responsibility of directorship and meets the legal eligibility criteria.

Form DIR-3 (Application for Director Identification Number)

If any of the proposed directors do not already have a Director Identification Number (DIN), Form DIR-3 must be submitted to obtain it. However, in most cases, the DIN is applied for and allotted through the SPICe+ form during incorporation, which makes the separate filing of DIR-3 unnecessary unless applying later.

Form INC-22 (Notice of Situation of Registered Office)

This form is used to notify the Registrar of Companies about the registered office address of the company. If the address is finalized at the time of incorporation, the details are submitted in the SPICe+ form. Otherwise, the company has thirty days from incorporation to file Form INC-22. The form must be accompanied by proof of address, such as a utility bill and a no-objection certificate from the owner if the premises are rented.

Form NDH-1 (Return of Statutory Compliance)

Although not part of the initial incorporation, Form NDH-1 is required to be filed within ninety days from the close of the first financial year. This form certifies that the Nidhi Company has met all post-incorporation compliance requirements, including the minimum number of members, net owned fund criteria, and deposit ratios. It must be certified by a practicing chartered accountant, company secretary, or cost accountant.

Conclusion

The process of registering a Nidhi Company involves the coordinated use of several statutory forms, each serving a critical legal and administrative purpose. From the initial name reservation to the declaration of compliance, these forms collectively ensure that the company is established by Indian corporate laws. Understanding the purpose, sequence, and content of these forms is essential for promoters, consultants, and professionals assisting in the formation of a Nidhi Company. Proper preparation and submission of these forms not only streamlines the registration process but also lays the foundation for a legally compliant and operationally sound Nidhi Company.

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