--->

Frequently Asked Questions (FAQs)

Is RBI approval mandatory before acquiring an existing NBFC in India?

Yes. Any acquisition of control, or a change in shareholding of 26% or more, in an existing NBFC requires prior written approval from the Reserve Bank of India under its regulatory framework for NBFCs, regardless of how the deal is structured.

Does acquiring an NBFC's shares automatically transfer its existing NBFC license to the buyer?

Yes. In a share-purchase acquisition, the NBFC entity itself and its existing RBI license continue to exist; ownership changes hands rather than the license being reissued, provided the RBI approves the change in control or management under its takeover norms.

What due diligence should a buyer prioritize before acquiring an NBFC?

Buyers should closely examine the NBFC's loan book quality and non-performing assets, existing litigation and regulatory notices, compliance history with RBI directions including KYC/AML norms, off-balance-sheet exposures, and any contingent liabilities, since these directly affect both valuation and post-acquisition regulatory standing.

Is a specific filing required after an NBFC changes ownership?

Yes. Changes in control, management, or shareholding pattern of an NBFC must typically be reported to the RBI within the prescribed timeline following approval, and relevant filings may also be required with the Registrar of Companies to reflect the updated shareholding and directorship.

Can a buyer negotiate to exclude certain existing liabilities of the NBFC from the acquisition?

In a share purchase, the buyer generally inherits all liabilities of the target company by operation of law since the legal entity itself doesn't change. Specific liabilities can only be practically addressed through negotiated indemnities, escrow arrangements, or purchase price adjustments in the transaction documents, rather than a clean legal exclusion.

Do you offer a free legal consultation for NBFC acquisition transactions?

Yes, an initial consultation is available to discuss due diligence, RBI approval requirements, and transaction structuring for your NBFC acquisition. You can call +91-9815580037 and ask for Mr. Harish Tiwari to schedule a discussion with the team.

Whatsapp Chat