RBI Widens Approval Scope for Cross-Border Mergers Under FEMA

The Reserve Bank of India (RBI) has notified the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026, introducing a landmark change in how cross-border mergers are approved in India. The amendment broadens the approval framework by replacing the sole reference to the National Company Law Tribunal (NCLT) with the newly defined term — “Competent Authority”.

Key Changes at a Glance

New Definition: “Competent Authority”

Why This Matters — Business Impact

• →Broader Approvals: Not just NCLT — Regional Directors and other competent bodies under Companies Act, 2013 can now sanction cross-border mergers, including via the fast-track route (Section 233).
• →Faster Timelines: Eligible companies (small companies, holding-subsidiary structures) can now leverage 2–3 month fast-track approvals vs. 6–12 months under the NCLT route.
• →Regulatory Alignment: Harmonizes FEMA regulations with MCA’s April 2024 amendment that already extended Section 233 fast-track mergers to cross-border transactions.
• →Cost Reduction: Reduced dependency on NCLT proceedings significantly lowers legal and filing costs for eligible merger structures.
• →Greater Flexibility: Multinationals and startups restructuring across borders will find the Indian regulatory environment more agile and business-friendly.

FEMA Provisions Amended

Notification Details

This amendment is a forward-looking regulatory evolution. India has been steadily building a more efficient cross-border M&A ecosystem — from MCA’s fast-track route in 2024 to now aligning FEMA regulations in step. For CFOs, M&A counsel, and foreign investors, this update significantly reduces the friction of restructuring across borders.

💬 What’s your take? Will this make India a more attractive destination for cross-border M&A? Drop your thoughts below! ⬇️