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NBFC Registration in West Bengal

NBFC Registration in India legally and without complication with Vakilkaro. Our team of experienced legal consultants, Chartered Accountants and Company Secretaries handles the entire process — from incorporation and Net Owned Fund certification through business plan drafting to the RBI application on COSMOS and the post-registration compliance framework — at a transparent and affordable fee with no hidden charges.

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An NBFC is a company registered under the Companies Act, 2013 and holding a Certificate of Registration from the Reserve Bank of India under Section 45-IA of the RBI Act, 1934, permitting it to carry on the business of a non-banking financial institution. Registration is mandatory — carrying on NBFC business without it is a criminal offence. For new applications the minimum Net Owned Fund is ₹10 crore for the main lending categories, and the company must satisfy the 50-50 principal business test. Applications are filed on the RBI’s COSMOS portal and typically take three to six months or longer. Two points that most published guidance still gets wrong, and which are dealt with below, are the merger of Asset Finance Companies into the NBFC-ICC category and the requirement of prior RBI approval for any change in control or shareholding.

NBFC Registration in India

Introduction

What is a Non-Banking Financial Company?

A Non-Banking Financial Company is a company incorporated under the Companies Act, 2013 and regulated by the Reserve Bank of India under the RBI Act, 1934, carrying on the business of loans and advances, acquisition of shares, stocks, bonds, debentures and securities, leasing, hire-purchase, insurance business or chit business.

The definition expressly excludes any institution whose principal business is agriculture, industrial activity, purchase or sale of goods other than securities, provision of services, or the purchase, construction or sale of immovable property.

In practical terms an NBFC does much of what a bank does — it lends, it invests, it provides financial services — but it is not a bank and cannot accept demand deposits such as savings or current accounts from the public. NBFCs occupy a critical position in the Indian financial system, extending credit to individuals, small businesses and underserved communities that the banking system does not reach efficiently.

What is NBFC Registration?

NBFC Registration is the process of obtaining a Certificate of Registration under Section 45-IA of the RBI Act, 1934, which is what legally permits a company to carry on the business of a non-banking financial institution. No company may commence or carry on NBFC business without it.

The process involves incorporating a company under the Companies Act, 2013 with financial activity as its principal object, bringing in and certifying the minimum Net Owned Fund, preparing a detailed business plan, and submitting an application to the RBI through the COSMOS online portal, followed by a physical submission to the relevant Regional Office. The RBI examines the application in depth — the promoters, the directors, the source of funds, the business model and the risk framework — before issuing the certificate.

Is NBFC Registration Mandatory?

Yes. Section 45-IA of the RBI Act, 1934 prohibits any company from commencing or carrying on the business of a non-banking financial institution without a Certificate of Registration and without holding the prescribed net owned fund.

The penal provisions of the RBI Act state that carrying on NBFC business without registration is a criminal offence punishable with imprisonment and fine and the RBI also has further powers including prohibiting the company from operating and initiating winding-up proceedings. Directors are personally liable.

The point that catches businesses out is that the test is functional, not intentional. A company does not need to describe itself as an NBFC to become one. A trading, services or holding company whose financial assets and financial income drift above the thresholds becomes a non-banking financial institution as a matter of law, whatever its Memorandum says and whatever its promoters intended.

The Principal Business Criteria — the 50-50 Test

Whether a company is an NBFC is determined by the RBI’s principal business criteria, commonly called the 50-50 test. A company is treated as carrying on the business of a non-banking financial institution where both of the following are satisfied:

Financial assets exceed 50% of total assets (netted off by intangibles); and

Income from financial assets exceeds 50% of gross income

Both limbs must be met simultaneously. A company with 60% financial assets but only 40% financial income is not an NBFC on this test, and neither is the converse.

Two practical observations. First, the test is applied to the audited position, and it is a moving target — a company can pass into and out of NBFC status as its balance sheet composition changes. Second, where a company is close to the thresholds, the position should be monitored at every audit rather than assumed from the date of incorporation.

Who Does Not Need NBFC Registration?

Certain financial businesses are regulated by other authorities and are exempt from the requirement of RBI registration, including:

Insurance companies regulated by the IRDAI

Merchant banks, stock brokers, venture capital funds and mutual funds regulated by SEBI

Chit fund companies governed by the Chit Funds Act

Nidhi companies, regulated by the Ministry of Corporate Affairs under the Companies Act and the Nidhi Rules

Housing finance companies, although these are now regulated by the RBI following the transfer of regulatory authority from the National Housing Bank in 2019

Not-for-profit companies engaged in microfinance with asset size below ₹100 crore, which are exempt from Sections 45-IA, 45-IB and 45-IC — the exemption being withdrawn at ₹100 crore and above

It should be noted that being exempted from RBI registration does not mean the lack of regulations for the firm. A Nidhi organization has a regulatory regime of its own, and a Section 8 microfinance organization can be subjected to state legislation on money lending that is not applicable to RBI-registered NBFCs.

Advantages of Establishing an NBFC in India

Legal authorisation to carry on lending, investment and asset financing as a regulated business

Access to institutional capital — bank borrowing, non-convertible debentures, commercial paper, external commercial borrowings and securitisation

A wider addressable customer base than banks typically serve, including thin-file borrowers, small businesses and rural markets

Pricing flexibility, with no interest rate ceiling comparable to the constraints on banks

A lighter regulatory load than a bank — no cash reserve ratio, no statutory liquidity ratio, no branch licensing regime

Foreign investment permitted up to 100% under the automatic route in financial services activities regulated by a financial sector regulator

Regulatory credibility — an RBI Certificate of Registration is what makes the business fundable, bankable and partnerable

A large and growing market in retail lending, MSME credit, vehicle finance, housing finance and digital lending

The credibility point is worth expanding, because it is the real commercial value of the licence. Banks will not lend to an unregistered lender. Institutional investors will not invest. Co-lending and partnership arrangements with banks and fintechs are available only to regulated entities. The certificate is not merely permission to operate — it is the entry ticket to the entire funding and partnership ecosystem.

Categories

Categories of NBFC in India

A correction that matters, because most published lists are out of date. By its harmonisation circular of 22 February 2019, the RBI merged three earlier categories — Asset Finance Company, Loan Company and Investment Company — into a single category, the NBFC — Investment and Credit Company (NBFC-ICC). Asset Finance Company is therefore no longer a separate live category, and lists that still show AFC alongside ICC with its own net owned fund requirement are describing a position that ended in 2019.

Investment and Credit Company (NBFC-ICC). The unified and by far the most common category. An NBFC-ICC may carry on lending and investment activity, including asset finance, under a single registration. It is the appropriate category for personal loans, business loans, MSME lending, consumer finance, vehicle finance, gold loans and digital lending. Minimum NOF ₹10 crore for new applications.

Infrastructure Finance Company (IFC). Deploys at least 75% of total assets in infrastructure loans, with a minimum NOF of ₹300 crore and a minimum credit rating of A or equivalent.

Microfinance Institution (NBFC-MFI). Provides collateral-free microfinance loans to households with annual income up to ₹3,00,000. Under the RBI Master Direction on Microfinance Loans, 2022, an NBFC-MFI must maintain not less than 75% of its total assets as microfinance loans — a change from the earlier 85%-of-net-assets test that many published sources still quote. Minimum NOF ₹10 crore, with a lower requirement for NBFCs in the North-Eastern region.

NBFC-Factor. Carries on factoring — purchasing receivables at a discount to provide working capital. Prescribed proportions of assets and income must derive from factoring.

NBFC-P2P (Peer to Peer Lending). Operates an online platform matching individual lenders and borrowers. Minimum NOF ₹2 crore. The platform is an intermediary and may not lend on its own books or provide any credit guarantee. Prescribed caps apply to a lender’s aggregate exposure across all platforms, to a borrower’s aggregate borrowing across all platforms, to a single lender’s exposure to a single borrower, and to loan tenure.

NBFC-Account Aggregator (NBFC-AA). Collects and consolidates a customer’s financial information from multiple institutions and shares it with authorised users with the customer’s explicit consent. It handles data, not money, and cannot undertake any other business. Minimum NOF ₹2 crore.

Mortgage Guarantee Company (MGC). Provides guarantees to lenders against borrower default on housing loans. Minimum NOF ₹100 crore.

Housing Finance Company (HFC). Provides finance for the purchase, construction, repair and renovation of residential property. Regulated by the RBI since 2019, following transfer of regulatory authority from the National Housing Bank. HFCs have their own net owned fund requirement, higher than that for an ordinary NBFC, and must maintain prescribed proportions of assets in housing finance and in individual housing loans.

Deposit-taking NBFC (NBFC-D) and Non-deposit-taking NBFC (NBFC-ND). The overwhelming majority of NBFCs are non-deposit-taking. Deposit acceptance is permitted only to specifically authorised NBFCs, subject to substantially stricter regulation, and the RBI has in practice not been issuing fresh deposit-taking authorisations. A new applicant should plan on the basis that it will be non-deposit-taking.

Eligibility

Eligibility Requirements for Registration

The applicant must be a company registered under the Companies Act, 2013 — private limited or public limited. A partnership, LLP, trust, society or proprietorship cannot be registered as an NBFC.

The Memorandum of Association must state financial activity as the principal object, and the objects must be framed to cover the intended business.

The company must hold the prescribed minimum Net Owned Fund, which must be unencumbered and demonstrably from legitimate sources.

A detailed business plan for at least five years covering the proposed activities, target market, financial projections, capital plan, risk management and internal controls.

Directors and promoters must satisfy the fit and proper criteria — integrity, reputation, absence of criminal record or wilful default, no association with an entity whose registration has been cancelled, and relevant experience in finance or banking.

A registered office in India.

The company must satisfy the 50-50 principal business test.

The source of the capital must be traceable and documented. This is examined closely, and capital introduced from unexplained sources is a common ground of rejection.

On directors’ experience. The RBI’s expectation that the board carries genuine financial sector experience is a real and frequently underestimated requirement. An application by a board composed entirely of promoters from unrelated industries, however successful, is materially weaker than one that includes directors with banking, NBFC or credit experience. Building the board before filing is more effective than defending it afterwards.

Requirements

Minimum Net Owned Fund Requirements

Formula for Net Owned Fund = Paid-Up Equity Capital + Free Reserves - Accumulated Losses - Deferred Revenue Expenditure & Other Intangible Assets - Investments and Loans to Group & Subsidiary Companies to the extent that they exceed prescribed proportion.

NBFC-ICC (Investment and Credit Company)₹10 crore
NBFC-MFI (Microfinance Institution)₹10 crore, with a lower requirement for the North-Eastern region
NBFC-Factor₹10 crore
NBFC-P2P₹2 crore
NBFC-Account Aggregator₹2 crore
Infrastructure Finance Company₹300 crore
Mortgage Guarantee Company₹100 crore
Housing Finance CompanyAs prescribed by the RBI for HFCs

Three points that are frequently missed:

The requirement of ₹10 crore is for new applications. Existing NBFCs registered prior to the revision have a glide path with intermediate milestones and the current status for existing entities should be confirmed and not assumed.

NOF must be maintained continuously, not merely demonstrated at the time of application. Falling below the requirement is a ground for cancellation of registration.

The NOF must be unencumbered and free of borrowing. Capital raised as a loan and parked to demonstrate NOF will not survive the RBI’s examination of the source of funds.

Documents

Documents Required for Registration

For the company

Certificate of Incorporation

Memorandum and Articles of Association, with financial activity as the principal object

PAN of the company

Board resolution approving the NBFC application and authorising the signatory

Board resolution confirming that the company has not carried on and will not carry on NBFC business until registration is granted

Chartered Accountant’s certificate of Net Owned Fund

Banker’s certificate confirming the balance and that it is free of lien

Audited financial statements for the last three years, where the company already exists

Detailed five-year business plan with financial projections

Credit report of the company

Board-approved policies — fair practices code, KYC and anti-money laundering policy, credit and risk management policy, interest rate policy

For each director and promoter

PAN

Aadhaar, passport or voter ID

Address proof

Educational qualification certificates

Experience certificates evidencing financial sector experience

Credit report and banker’s report

Fit and proper declaration

Affidavit confirming no criminal record and no association with a company whose registration was cancelled

Where the promoter is a company, its constitutional documents, financials and shareholding structure up to the ultimate beneficial owner

For the registered office

Address proof — electricity bill, rent agreement

No-objection certificate from the owner

On beneficial ownership. The RBI traces shareholding to the ultimate individual beneficial owners. Layered corporate holding structures without a clear explanation are a frequent cause of delay, and it is far better to present a clean, explained structure at the outset than to unwind one under query.

Step-by-step Process

Step-by-Step NBFC Registration Process

Step 1: Incorporate the company.Two to four weeks. Register a private or public limited company under the Companies Act, 2013 with financial activity stated as the principal object in the Memorandum. Existing companies may apply, but the objects must be amended if they do not already cover the intended business.

Step 2: Bring in and certify the Net Owned Fund.Two to six weeks. Raise the required capital as genuine, unencumbered equity, deposit it in a bank account, and obtain a Chartered Accountant’s NOF certificate and a banker’s certificate confirming the balance is free of lien. The source of funds must be documented for every subscriber.

Step 3: Prepare the business plan.Two to four weeks. A five-year plan covering the products, target segment, geography, sourcing and underwriting model, collections approach, technology, organisation structure, risk management and internal control framework, capital plan and detailed financial projections. This is the document on which the application substantively turns.

Step 4: Assemble the board and the policy set. Induct directors who satisfy the fit and proper criteria and bring financial sector experience. Adopt the board-approved policies the RBI expects to see in place.

Step 5: Register on the COSMOS portal and file the application.One to two weeks. Create an account on the RBI’s COSMOS portal, complete the application and upload all documents in the prescribed formats. On submission the portal generates a Company Application Reference Number, which is used for all subsequent correspondence.

Step 6: Submit the physical application to the Regional Office. Print the submitted application with the reference number and file it along with all the supporting documents at the RBI Regional Office having jurisdiction over the registered office of the company.

Step 7: RBI scrutiny and queries.Three to six months or longer. The RBI reviews the application, conducts background checks on the directors/promoters with other regulatory agencies, evaluates the business plan and source of funds, and asks questions. It is the responsiveness and performance at this stage that decides the fate of the matter.

Step 8: Grant of the Certificate of Registration. On satisfaction, the RBI issues the Certificate of Registration, and only then may the company commence NBFC business.

What the RBI Actually Examines

Understanding what is being assessed changes how an application should be built.

Source and genuineness of capital. Where did the ₹10 crore come from, and can each subscriber demonstrate it?

Promoter and director antecedents. Integrity, credit history, regulatory history, and any association with entities that have faced regulatory action.

Financial sector competence on the board and in the proposed management team.

The credibility of the business plan. Whether the projections are internally consistent, whether the assumptions on yield, cost of funds, credit cost and opex are realistic, and whether the model is viable at the stated capital.

The risk and control framework. Credit policy, delegation, provisioning approach, collections, audit and compliance.

Group structure and related-party exposure. Whether the NBFC is genuinely a lending business or a vehicle for financing group entities.

Fitness of the shareholding structure, traced to ultimate beneficial owners.

Common Reasons for Rejection

Unexplained or borrowed capital presented as Net Owned Fund

Directors or promoters failing the fit and proper assessment, or with adverse credit or regulatory history

No financial sector experience on the board or in the management team

A generic or template business plan with unrealistic or internally inconsistent projections

Opaque shareholding with unexplained layered corporate holdings

Objects clause not covering the intended financial activity

Having already commenced lending before registration

Incomplete or inconsistent documentation and slow responses to queries

A group structure suggesting the NBFC is intended primarily to finance related parties

Cost and Time

Cost and Time for Registration

Capital raising and NOF certification2–6 Weeks
Business plan and policy preparation2–4 Weeks
COSMOS filing and Regional Office submission1–2 Weeks
RBI scrutiny, queries and decision3–6 Months or longer
Total4–9 Months (Approx.)

The dominant cost is not professional fees but capital — ₹10 crore of genuine, unencumbered equity for the main lending categories. Any proposal that suggests the NOF requirement can be satisfied by arrangement rather than by real capital should be treated with great caution, both because it will not survive RBI scrutiny and because it exposes the promoters personally.

Vakilkaro provides end-to-end NBFC registration — incorporation, NOF certification coordination, business plan drafting, policy framework, COSMOS filing, Regional Office submission and query handling — at a transparent fee with no hidden charges. Contact us for current pricing.

Acquiring an Existing NBFC — and Why RBI Approval is Required

A substantial part of the market consists of the acquisition of existing NBFCs rather than fresh applications, and this route is widely misunderstood.

Prior written approval of the RBI is required for:

any takeover or acquisition of control of an NBFC, whether or not it results in a change of management;

any change in the shareholding of an NBFC, including progressive increases over time, which would result in acquisition or transfer of shareholding of 26% or more of the paid-up equity capital;

any change in the management resulting in change of more than 30% of the directors, excluding independent directors.

Public notice in newspapers is also required in prescribed circumstances, and the acquirer must satisfy the same fit and proper standards as a fresh applicant.

The practical implications are significant. An acquisition structured and paid for without prior approval is void as against the regulator and can result in cancellation of the registration. “Ready-made NBFC” offers that promise transfer without RBI involvement should be treated as a serious warning sign. And the diligence on an acquired NBFC must extend to its regulatory history, return filings, asset quality and any pending supervisory action — because those liabilities travel with the entity.

Obligations Immediately After Registration

The certificate is the beginning of the regulatory relationship, not the end of the process.

Commence business within the prescribed period. An NBFC that does not commence business within six months of registration risks cancellation of its certificate.

Maintain the Net Owned Fund continuously.

Adopt and publish the Fair Practices Code on the website and at every office.

Become a member of all credit information companies and commence data submission — this is a regulatory requirement, not an option.

Register with the Financial Intelligence Unit and implement the KYC and anti-money laundering framework under the Prevention of Money Laundering Act.

Appoint a Principal Officer and Designated Director for anti-money laundering purposes.

Constitute the required board committees and appoint key managerial personnel appropriate to the layer.

Commence return filing on the RBI’s reporting platform from the first applicable period.

Put in place the grievance redressal machinery and display the details of the nodal officer and the RBI Ombudsman scheme.

Difference between an NBFC and a Bank

Governing lawBanking Regulation Act, 1949 and RBI Act, 1934RBI Act, 1934
Demand depositsPermittedNot permitted
Time depositsPermittedOnly for specifically authorised deposit-taking NBFCs
Cheques and payment systemPart of the payment and settlement systemNot part of it; cannot issue cheques
Deposit insuranceDICGC cover up to the prescribed limitNot available
CRR and SLRMandatoryNot applicable
Priority sector lending obligationApplicableNot applicable
Branch licensingRequiredNot required
Foreign investmentRestricted, with capsUp to 100% under the automatic route in regulated financial services activities

Scale Based Regulation Framework

The RBI’s Scale Based Regulation framework, effective from October 2022, sorts NBFCs into four layers by size, activity and perceived risk, with regulation calibrated accordingly.

Base Layer (NBFC-BL). Non-deposit-taking NBFCs with asset size below ₹1,000 crore, together with NBFC-P2P, NBFC-AA, non-operative financial holding companies, and NBFCs with no public funds and no customer interface. Lightest regulatory requirements.

Middle Layer (NBFC-ML). All deposit-taking NBFCs regardless of size, non-deposit-taking NBFCs with asset size of ₹1,000 crore and above, and certain specified categories including standalone primary dealers, infrastructure finance companies, core investment companies, housing finance companies and infrastructure debt funds. Moderate requirements, including capital adequacy, a Chief Compliance Officer, risk-based internal audit and more detailed governance norms.

Upper Layer (NBFC-UL). NBFCs identified by the RBI on a scoring methodology, with the top ten by asset size always residing in this layer. Subject to bank-like requirements including a common equity tier 1 ratio, differential provisioning, a large exposure framework and mandatory listing within a prescribed period.

Top Layer (NBFC-TL). Ordinarily unpopulated; to be filled only where the RBI considers that an Upper Layer NBFC’s risk profile warrants still higher requirements.

Why this matters at registration. It is almost certain that a newly formed NBFC will start out in the Base Layer, although the choice of layer depends on the compliance architecture framework and switching from the Base Layer to the Middle Layer after exceeding ₹1,000 crore requires a more complicated architecture.

Compliance

Annual and Ongoing Compliance

Return system by RBI. The periodic returns filed by NBFCs with the RBI are made through the RBI’s internet-based return filing facility. The new return filing system is updated and streamlined such that the DNBS series of returns are made through the XBRL platform, which supersede the older naming convention of NBS series returns that are commonly found in most published materials. The specific returns will vary based on the layer, category and whether it receives deposit from the NBFC.

Other recurring obligations

Statutory audit and audited financial statements, with statutory auditors appointed in accordance with the RBI’s guidelines on auditor appointment, which prescribe eligibility, tenure and cooling-off requirements for NBFCs above a specified asset size

Capital adequacy — a capital to risk-weighted assets ratio of 15%, with Tier I of at least 10%, applicable to Middle Layer NBFCs, deposit-taking NBFCs and NBFC-MFIs. Base Layer NBFCs are instead subject to a leverage ratio cap

Asset classification, income recognition and provisioning norms, including the requirement that an account classified as non-performing may be upgraded only when the entire arrears of interest and principal are cleared

CRILC reporting for NBFCs above the prescribed asset size, on large exposures

Credit information company reporting — membership of all bureaus and regular data submission

KYC and anti-money laundering compliance, PMLA reporting to the Financial Intelligence Unit

Fair Practices Code, published and implemented

Ind AS applicability for NBFCs above the prescribed net worth

ROC compliance — AOC-4 within thirty days of the AGM and MGT-7 within sixty days, along with board meetings, statutory registers and director KYC

Income tax return and tax audit where applicable

Chief Compliance Officer, risk-based internal audit and board committees for Middle and Upper Layer NBFCs

Failure to comply attracts monetary penalties, supervisory action, and in serious cases cancellation of the Certificate of Registration — a remedy the RBI has used extensively in recent years against NBFCs that ceased to carry on business or failed to maintain NOF.

Fair Practices, Digital Lending and Grievance Redressal

Fair Practices Code. Every NBFC must adopt, publish and implement a Fair Practices Code covering loan applications and processing, appraisal and terms, disbursement and changes in terms, and recovery. Communication with borrowers must be in a language they understand, and the sanction letter must state the annualised rate of interest and the approach to gradation of risk.

Digital lending. In cases where the NBFC makes a loan via a digital lending channel, either operated by itself or by an external partner, the RBI’s digital lending guidelines come into play. Among their key features, there is the requirement that all disbursements and repayments must be routed directly from the borrower’s bank account to the account of the NBFC, without any intermediate step through the pass-through or pool account of any lending service provider; the presentation of a Key Fact Statement containing the annual percentage rate and all other charges to the borrower prior to execution; no fees to be paid to lending service providers by the borrower but the NBFC; the provision of a cooling-off period; and need-based, consensual and auditable data collection.

Grievance redressal. An NBFC must have a board-approved grievance redressal mechanism, a designated nodal officer whose details are displayed at every office and on the website, and must display the details of the RBI Integrated Ombudsman Scheme and the escalation path available to a complainant who is not satisfied.

Taxation of NBFCs

Corporate income tax. The tax for an NBFC will be treated as a tax applicable to a domestic company. The regular rate applicable is 30%, but it can be brought down to 25% where the company has a turnover of a specified level. A company may choose to opt for a lower rate of tax under the concessional scheme, which is 22% with surcharge and cess, by forfeiting certain benefits. The often-stated fact that “the normal corporate tax rate is 22%” is erroneous.”

GST.Interest on loans is exempt. Fee-based income — processing fees, prepayment charges, late payment charges, documentation charges, service charges — is taxable at 18%. Since a substantial part of NBFC revenue is fee income, GST registration and compliance are unavoidable.

TDS. The NBFC will have to pay the tax at source on interest and other payments that exceed the thresholds prescribed and get the TAN number and submit quarterly returns. There is also the TDS paid by the NBFC on the interest income received from the borrowers.

Bad debts and provisioning. Deduction for bad debts written off is available subject to conditions. A separate deduction in respect of provision for bad and doubtful debts is available to specified financial entities within prescribed limits, and the interaction between RBI provisioning norms and the tax deduction is a recurring area requiring advice.

Income recognition on non-performing assets follows RBI prudential norms for regulatory purposes, and the tax treatment must be reconciled to that position.

Tax audit applies where the prescribed turnover threshold is crossed.

How NBFCs Raise Funds?

Bank borrowing and credit lines, which for most NBFCs is the principal source

Non-convertible debentures, by private placement or public issue

Commercial paper, for NBFCs with the requisite credit rating

External commercial borrowings, subject to the RBI’s ECB framework

Foreign direct investment, permitted up to 100% under the automatic route in financial services activities regulated by a financial sector regulator

Securitisation and direct assignment of loan portfolios, subject to the RBI’s securitisation and transfer of loan exposures directions

Co-lending arrangements with banks, under the RBI’s co-lending framework

Public deposits, available only to specifically authorised deposit-taking NBFCs and subject to substantially stricter regulation

A note on the foreign investment position. The requirement of minimum capitalisation linked to a list of specified NBFC activities was removed when the FDI policy for “other financial services” was liberalised. Foreign investment is now permitted up to 100% under the automatic route in financial services activities regulated by a financial sector regulator, subject to the conditions specified by the relevant regulator. References to “18 specified NBFC activities” describe the earlier position.

Common Mistakes to Avoid

Commencing lending before the certificate is granted — a criminal offence and an immediate ground for rejection.

Treating Asset Finance Company as a live category — it was merged into NBFC-ICC in 2019.

Assuming the NOF can be arranged rather than genuinely subscribed — the source of funds is examined.

Filing with a board that has no financial sector experience.

Submitting a template business plan with projections that do not withstand examination.

Acquiring an existing NBFC without prior RBI approval for the change in control or shareholding.

Not commencing business within six months of registration.

Letting NOF fall below the requirement after registration.

Launching a digital lending partnership without confirming compliance with the digital lending framework, particularly on flow of funds and the Key Fact Statement.

Not becoming a member of the credit information companies and not submitting data.

Assuming 22% is the ordinary corporate tax rate — it is the concessional rate available on opting in.

Applying the 85% qualifying asset test to an NBFC-MFI — it is 75% of total assets under the 2022 framework.

Why Choose Vakilkaro?

Why Choose Vakilkaro for NBFC Registration?

End-to-end service — incorporation with correctly framed objects, NOF certification coordination, business plan drafting, board policy framework, COSMOS filing, Regional Office submission and query handling through to the certificate

Business plan built to withstand scrutiny — internally consistent projections, a defensible credit and risk framework, and assumptions matched to the target segment

Current regulatory position — the NBFC-ICC merger, the Scale Based Regulation layers, the 2022 microfinance framework and the digital lending directions, not a decade-old category list

Fit and proper preparation — board composition, director documentation and beneficial ownership presentation prepared before filing rather than defended after

Acquisition support — where an existing NBFC is being acquired, the prior approval application, public notice and regulatory diligence

Post-registration compliance — DNBS returns, Statutory Auditor’s Certificate, credit bureau membership, KYC and PMLA framework, Fair Practices Code, grievance machinery, ROC and tax compliance

Transparent pricing with no hidden charges

Pan-India service

Contact Vakilkaro today and build your Non-Banking Financial Company on a foundation that will hold when the regulator looks at it.

Contact Vakilkaro today and take the first step towards building your Non-Banking Financial Company on a strong legal foundation.

Questions, answered

Frequently asked questions

A company registered under the Companies Act and holding an RBI Certificate of Registration, providing loans, advances and investment services. It functions like a bank in its lending but cannot accept demand deposits or issue cheques, and funds itself through borrowing, debentures and equity.

Yes, under Section 45-IA of the RBI Act, 1934. Conducting business as an NBFC without being registered is a criminal act, and the RBI can also prohibit such business and initiate winding up.

For new applications, a Net Owned Fund of ₹10 crore for NBFC-ICC, NBFC-MFI and NBFC-Factor. NBFC-P2P and NBFC-AA require ₹2 crore, Mortgage Guarantee Companies ₹100 crore and Infrastructure Finance Companies ₹300 crore. Existing NBFCs have a glide path.

Paid up equity capital, plus free reserves, minus loss, minus deferred expenditure and other intangible assets, minus investments in and loans to group concerns in excess of prescribed proportion. It should remain unencumbered all through.

The principal business criteria. A company is an NBFC where financial assets exceed 50% of total assets and income from financial assets exceeds 50% of gross income. Both limbs must be satisfied simultaneously.

The Investment and Credit Company category, created by the RBI’s harmonisation circular of 22 February 2019, which merged three earlier categories — Asset Finance Company, Loan Company and Investment Company — into one. Asset Finance Company is no longer a separate live category.

Yes. Both private and public limited companies registered under the Companies Act, 2013 are eligible, provided financial activity is stated as the principal object in the Memorandum. LLPs, partnerships, trusts and proprietorships are not eligible.

Typically three to six months from submission of a complete application, and often longer. Including incorporation, capital raising and business plan preparation, four to nine months end to end is realistic.

Only a specially licensed deposit-taking NBFC can accept time deposits, which are under strict regulations. No NBFC is allowed to accept demand deposits. The majority of NBFCs are non-deposit taking, and new deposit-taking licenses are hard to obtain.

It is a criminal offence under the RBI Act which attracts imprisonment and fine. RBI has the power to prohibit the operations and initiate winding up. Directors are personally liable.

The directors must possess integrity and a good reputation, no criminal record, not being wilfully defaulting, not connected to any organization that has had its registration cancelled, and must possess the experience of the financial sector.

It is not a bare numerical requirement but it is examined closely, and an application from a board with no financial sector experience is materially weaker. Building the board before filing is more effective than defending it under query.

The RBI’s online application and filing portal for NBFC matters. The application is submitted online, generating a Company Application Reference Number, and a physical copy is then filed with the Regional Office having jurisdiction.

Yes, and many do — but prior written approval of the RBI is required for any acquisition of control, for any change in shareholding of 26% or more, and for a change in more than 30% of the directors. Transactions structured to avoid approval are not effective against the regulator and put the registration at risk.

Regulatory history and any supervisory action, return filing history, NOF maintenance, asset quality and provisioning, related-party exposure, pending litigation, and whether the company has actually been carrying on business. These liabilities travel with the entity.

Yes. An NBFC that does not commence business within six months of registration risks cancellation of its certificate.

A capital to risk-weighted assets ratio of 15%, with Tier I of at least 10%, applicable to Middle Layer NBFCs, deposit-taking NBFCs and NBFC-MFIs. Base Layer NBFCs are instead subject to a leverage ratio cap.

Base Layer for those non-deposit taking NBFCs with an asset size of less than ₹1,000 crore, and certain specified categories; Middle Layer for all deposit taking NBFCs, those non-deposit taking NBFCs having an asset size of ₹1,000 crore or more, and certain specified categories; Upper Layer for those NBFCs scored by RBI using the scoring methodology, and which include the top ten by asset size; and a currently vacant Top Layer.

Periodic returns on the RBI’s online reporting platform, now in the DNBS series through XBRL, replacing the older NBS nomenclature. The applicable set depends on layer, category and deposit-taking status. The Statutory Auditor’s Certificate must also be submitted annually.

Reporting of large credit exposures to the Central Repository of Information on Large Credits, applicable to NBFCs above the prescribed asset size.

Yes. Membership of the credit information companies and regular submission of borrower data is a regulatory requirement, not an option.

An NBFC providing collateral-free microfinance loans to households with annual income up to ₹3,00,000. Under the RBI Master Direction of 2022 it must maintain not less than 75% of total assets as microfinance loans — the earlier 85%-of-net-assets test no longer applies.

An NBFC operating an online platform matching individual lenders and borrowers, with a minimum NOF of ₹2 crore. The platform is an intermediary — it cannot lend on its own books or guarantee returns. Prescribed caps apply to a lender’s aggregate exposure across platforms, a borrower’s aggregate borrowing across platforms, a single lender’s exposure to a single borrower, and loan tenure. These caps should be checked against the current directions.

An NBFC that consolidates a customer’s financial information from multiple institutions and shares it with authorised users on the customer’s explicit consent. It handles data only, cannot handle funds, and cannot undertake any other business. Minimum NOF ₹2 crore.

An NBFC-ICC may lend against residential property. Where the principal business is housing finance, the company falls to be registered as a Housing Finance Company, which has been regulated by the RBI since 2019 and has its own net owned fund and asset composition requirements.

Yes. NBFC-ICC is the appropriate and most flexible category for personal and business lending, and is the category under which most digital lending in India is conducted.

All disbursals and repayments must flow directly between the borrower’s account and the NBFC’s account with no pass-through or pooled account of a service provider; a Key Fact Statement disclosing the annual percentage rate and all charges must be given before execution; service provider fees must be borne by the NBFC and not the borrower; a cooling-off period must be provided; and data collection must be need-based and consent-driven.

Foreign investment up to 100% is permitted under the automatic route in financial services activities regulated by a financial sector regulator, subject to that regulator’s conditions. The NBFC itself must be an Indian company. The earlier framework of minimum capitalisation linked to a list of eighteen specified activities no longer applies.

The ordinary domestic company rate of 30%, or 25% within the prescribed turnover threshold, with the concessional 22% rate available on opting into that regime and foregoing specified deductions. Interest income is GST-exempt; fee income is taxable at 18%.

Yes — where the NBFC ceases to carry on business, fails to maintain NOF, fails to comply with conditions or directions, acts against the public interest, or has furnished false information. An appeal lies to the Central Government.

An NBFC is regulated by the RBI with a net owned fund requirement running into crores and may lend to any borrower. A Nidhi company is regulated by the Ministry of Corporate Affairs under the Companies Act and the Nidhi Rules, requires a prescribed minimum paid-up capital and membership, and may lend to and accept deposits only from its own members.

An NBFC-MFI is RBI-registered, for-profit, capital-intensive and exempt from state money lending legislation. A Section 8 microfinance company is a non-profit regulated by the MCA, needs no RBI registration below ₹100 crore in assets, has no capital requirement — and, not being RBI-registered, may face state money lending legislation from which NBFCs are exempt.

Several thousand hold certificates of registration, the overwhelming majority being non-deposit-taking NBFC-ICCs. The number has been declining as the RBI cancels the registrations of NBFCs that have ceased business or failed compliance requirements.

Not by conversion. An NBFC may apply for a banking licence under the applicable RBI licensing framework, which is a separate and far more demanding process with its own eligibility, capital and shareholding requirements.

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