NBFC Takeover


NBFC Takeover Online
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Non-Banking Financial Companies or NBFCs are those companies that are established either under the Companies Act of 1956 or 2013. And because their principal business is related to finance, they are also regulated by RBI.

These companies have been playing a vital role in the economy in India by bringing convenience, accessibility, diversity, and efficiency into the financial sector.

These companies have been a success in India because people find transacting with them easier. This is due to their hassle-free terms & conditions, quick decisions, prompt services and expertise in niche segments. NBFCs strive to bring flexibility to the country’s financial system by serving in regions where banks do not reach.

Scope of NBFC


Since the past few years, the economy in India has witnessed significant ups and downs. The functioning and volume of capital market transactions have increased sharply. With new financial institutions and new financial instruments coming up. 

NBFC sector has become vital for the development of the country’s core infrastructure. By offering quicker finances and credit to the Indian trade and commerce industry, these entities are enabling the nation-wide growth of large infrastructure projects. Moreover, small businesses, start-ups, and MSMEs/SSIs, looking for growth, rely on funds offered by NBFCs. Each NBFC creates more employment & self-employment opportunities at the macro-economic level.

NBFC sector is bound to be at the forefront of the development of the Indian economy. And its role is critical to boost the economy in the right direction.

Buy an NBFC


The customer base of NBFCs is very wide. NBFCs cater to the urban, as well as unorganized rural areas, offering loans to satisfy different requirements. On the other hand, banks provide finance to the organized sector only. So the amount of money lent by the NBFCs to the consumers phenomenally exceeds than that of banks. Due to the growth in the economy, the requirement for loans is bound to surge. With consumer lending seeing a continuous rise, and NBFCs catering to a large portion of it, the potential of advancement in this sector is quite huge.

You can own an NBFC in India by either:

  • Getting a new business incorporated as a company and then registered with RBI, or
  • Buy an existing NBFC.

Out of these, the process of buying an NBFC involves fewer hassles and is quicker than establishing one. The time spent in taking over an NBFC is mostly 2-3 months only, whereas getting a new company incorporated and then registered with RBI as an NBFC can take anywhere from 3-6 months. Besides, complex initial groundwork is avoided.

You may purchase an existing NBFC if it has been put on sale. Or you, the Acquirer or Buyer, can deliberately plan and acquire the control of it. This acquisition is done without the knowledge of the seller.

RBI has provided certain steps that are a must for taking over an NBFC.

If the takeover is a mutually agreed one, the first step to take is to get this planned deal approved by the Board of Directors by the way of a resolution. Once the members have consented, RBI’s approval is sought. And then a MoU with the Target NBFC has to be signed. Generally, some advance token money is paid to the seller at the time of signing an MOU.

The NBFC selected for takeover must be scrutinized thoroughly by the buyer. The due diligence must be undertaken while analysing the financials of the Target Company.

Is Prior Approval from RBI Required


Before buying an NBFC, first, check whether prior approval from the RBI would be required for buying your target NBFC. Or can you proceed without it? Before initiating the process, the Acquirer needs to apply for this in certain cases. Some other cases, however, do not require this approval.

The situations, where prior approval from RBI is necessary, are:

  • Whenever an NBFC is bought/merged/amalgamated, whether any changes have been made in the management or not

  • The structure of shareholding has changed, up to at least 26% acquisition or transfer of the paid-up equity share capital of NBFCs. This may have happened over a while.

    **Except when a competent court has ruled in favor of the buyback of the shares or reduction in the capital.

  • The management structure has altered, by changing more than 30% of the Directors.

    **The number of Directors excludes Independent Directors. If the change is due to a regular rotation of Directors, approval from RBI is not necessary.

Moreover, if proper documents have not been submitted, all applications would be considered null and void by RBI.

Requirements while Applying for RBI’s Prior Approval


If the takeover transaction of the Target NBFC is falling under any of the above-mentioned situations, you need to apply to RBI for prior approval. Then your application needs to be accompanied by the following documents:

  • Cover letter on the letterhead of the company,

  • Details about the Directors/shareholders/members proposed to takeover. Their KYC.

  • Education, Qualification and Experience proof of the proposed Directors.

  • Sources, from where the funds to be used for acquiring shares in the Target NBFC, have been arranged.

  • Declaration by the proposed Directors/shareholders stating that they have not been associated with any entity which was denied a Certificate of Registration (CoR) by the RBI.

  • Declaration of lacking any criminal background as well as Non-conviction u/s 138 of the Negotiable Instruments Act by all the proposed Directors/shareholders.

  • Declaration by all the proposed Directors/shareholders/members confirming no affiliation with any entity accepting deposits,

  • Banker’s Report on them.

Once the above documents are ready, apply to the Regional Office of the Department of Non-Banking Supervision (DNBS) of RBI, under whose region the Registered Office of the NBFC is situated. RBI may require answers to all clarifications it may seek on the points mentioned in the application. And they must be answered, well in time, to avoid any undue delay or cancellations from RBI to process your application.

Requirement of Prior Public Notice About Changes


Once RBI approves to take over the Target NBFC, a public notice is to be given in leading national and local newspapers at least 30-days before such transfer of control or purchase of shares is to take place.

RBI conditions, in detail, are:

Why NBFC Takeover is Better Than NBFC Registration


Buying an existing NBFC rather than getting a new one registered, saves you vital time, which is spent on setting up any new business. Though both the processes involve similar steps, still the time taken is quite less if you buy an NBFC than establish a new one. Or you may opt to take an NBFC on rent. Not only the teething troubles of making a business work can be avoided, but there are also a few more advantages of NBFC buying.

  • Increase in profitability.

  • Reduced competition.

  • Sale & revenue rises.

  • Distribution network & customer base gets merged & expanded.

  • Economies of scale.

Why Choose CompanyRegistrationOnline for NBFC Takeover


NBFC sectors and its transactions are stringently regulated by RBI. All its compliances must be properly satisfied. Therefore, those responsible for fulfilling the requirements and forms, etc. must be well-versed with all the provisions. In the Acquirer Company as well as the Target NBFCs.

CompanyRegistrationOnline assists you at all the steps of the journey. With all RBI regulations, accounting, and reporting met. Complete secrecy maintained during all processes.

NBFCs on sale have been listed out at our site for you to choose according to your objectives, requirements, and budget. We also serve for mergers, etc. There are also NBFCs available on rent in the region you prefer to operate in.

You just have to pick the one most suitable for you.

Our process begins with a detailed telephonic consultation. This is done to enable us to get an insight into your requirements and bring the most suitable solution.

Next, a checklist of all the compliances, legal requirements, forms to be filed, information/paperwork to be completed, is made.

Now, sit back and leave the NBFC takeover to us.

We’ll begin the buying process with RBI and the government. And you shall be updated on the progress, as various phases are completed.

Our services, in terms of NBFCs, include:

  • Business Re-structuring

  • Contract Drafting

  • Approval for Management Change from RBI

  • Design Financial Services

  • Market Digital Loan Products

  • All RBI Compliances

  • Internal Audit Services

Important Points for NBFC Takeover


Before the initiating the process of NBFC takeover, make sure to fulfill the following requirements:

You need to sign a formal MOU agreement. And pay a token of money, as mutually agreed. This binds both the parties to stick to the terms, conditions, and time-periods mentioned in it.

Frequently Asked Questions

What is an NBFC?
How to take over an NBFC?
What is the process of the NBFC takeover?
What does Prior Approval from RBI involve?
How to take Prior Approval from RBI for NBFC takeover?
Is Prior Approval required when an NBFC is sold to another NBFC?
Is Prior Approval from RBI required is an NBFC is sold to a company but not an NBFC?
Is Prior Approval mandatory for amalgamating or merging two NBFCs?
Can an NBFC pre-pay its depositors?
Is Prior Approval from RBI mandatory before appealing any Court or Tribunal to seek orders for merger/amalgamation?
Does transfer or acquisition of the shareholding of 26% or more of the paid-up equity share capital of an NBFC within the same group i.e. intra-group transfers need prior approval from RBI?
What prudential norms apply to NBFCs?
Q. Can all NBFCs accept deposits?
What is the provision of applying to NBFC-D for liquid assets?
What compliance is to be met by the NBFCs?