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 Company | As 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 certification | 2–6 Weeks |
|---|---|
| Business plan and policy preparation | 2–4 Weeks |
| COSMOS filing and Regional Office submission | 1–2 Weeks |
| RBI scrutiny, queries and decision | 3–6 Months or longer |
| Total | 4–9 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 law | Banking Regulation Act, 1949 and RBI Act, 1934 | RBI Act, 1934 |
|---|---|---|
| Demand deposits | Permitted | Not permitted |
| Time deposits | Permitted | Only for specifically authorised deposit-taking NBFCs |
| Cheques and payment system | Part of the payment and settlement system | Not part of it; cannot issue cheques |
| Deposit insurance | DICGC cover up to the prescribed limit | Not available |
| CRR and SLR | Mandatory | Not applicable |
| Priority sector lending obligation | Applicable | Not applicable |
| Branch licensing | Required | Not required |
| Foreign investment | Restricted, with caps | Up 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.