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RBI / FEMA · RBI Certificate of Registration

NBFC Registration with the RBI, Fully Managed by Experts

A Non-Banking Financial Company must obtain a Certificate of Registration from the RBI before it can carry on financial business. We guide you through incorporation, the Net Owned Fund requirement, the application and RBI queries — end to end.

Section 45-IA RBI Act 1934Net Owned Fund advisoryPost-registration returns support

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A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act whose principal business is lending, investment in shares / securities, hire-purchase, insurance or similar financial activity — but which is not a bank. Under Section 45-IA of the Reserve Bank of India Act, 1934, no NBFC can commence or carry on business without a Certificate of Registration (CoR) from the RBI and a minimum Net Owned Fund (NOF). The NOF has historically been ₹2 crore and has been raised to ₹10 crore for many categories under the RBI's Scale-Based Regulation (SBR) framework (treat both as indicative and subject to prevailing RBI directions). Whether a company is an NBFC is tested by the 50-50 principal-business test on financial assets and financial income.
CoR
RBI Certificate of RegistrationNo NBFC may commence or carry on business without a Certificate of Registration from the RBI under Section 45-IA of the RBI Act, 1934.
Understand It

What Is NBFC Registration?

A plain-language explanation before the details.

In simple terms

An NBFC is a company that does financial business — like lending, investing in shares, or asset finance — but is not a bank. To run one legally you need an RBI Certificate of Registration.

Legally

Under Section 45-IA of the Reserve Bank of India Act, 1934, a non-banking financial company cannot commence or carry on the business of a non-banking financial institution without obtaining a Certificate of Registration from the RBI and holding the minimum Net Owned Fund prescribed by the Bank.

Governing authority

The Reserve Bank of India — Department of Regulation / Department of Supervision — grants the Certificate of Registration and regulates NBFCs on an ongoing basis, now under the Scale-Based Regulation (SBR) framework.

Validity

A Certificate of Registration continues in force unless it is cancelled or surrendered, subject to the NBFC continuing to meet the principal-business test, Net Owned Fund and ongoing regulatory conditions.

Service Intelligence

Quick Facts

Authority
Reserve Bank of India
Governing Law
RBI Act, 1934
Key Section
Section 45-IA
Output
Certificate of Registration
Net Owned Fund
₹2 cr / ₹10 cr (indicative)
Prerequisite
Company under Companies Act
Principal-Business Test
50-50 (assets & income)
Govt Fee
At actuals
Before You Start

Is This Service Right for You?

Ideal for

  • Fintech and digital-lending businesses planning to lend from their own book
  • Promoters setting up a loan / asset-finance company
  • Investment companies dealing principally in shares and securities
  • Microfinance ventures serving small borrowers
  • Group holding structures needing a Core Investment Company
  • Businesses whose financial assets and income cross the 50-50 test

You may need this if

  • Your company's principal business is financial (lending / investment / asset finance)
  • Financial assets are more than 50% of total assets and financial income more than 50% of gross income
  • You intend to carry on non-banking financial business for the public
  • You need an RBI Certificate of Registration to operate lawfully
  • Your existing activity may have crossed into NBFC territory
  • You need help meeting and maintaining the Net Owned Fund requirement

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Know Your Category

Common Categories of NBFC

NBFCs are classified by activity and, under Scale-Based Regulation, by layer. The right category affects your Net Owned Fund, permitted activities and returns. We help you identify and apply for the correct one.

Investment & Credit Company (NBFC-ICC)

The consolidated category covering asset finance, loan and investment companies — lending and investment in shares / securities.

Infrastructure Finance Company (IFC)

An NBFC deploying a large share of its assets in infrastructure loans, subject to specific net-worth and rating conditions.

Micro Finance Institution (NBFC-MFI)

An NBFC engaged in microfinance, subject to qualifying-asset and conduct norms for micro-loans.

Core Investment Company (CIC)

An NBFC holding investments primarily in group companies; systemically important CICs are separately regulated.

NBFC-Factor

An NBFC whose principal business is the factoring of receivables under the Factoring Regulation Act.

Non-Deposit vs Deposit-Taking

NBFCs are also split into non-deposit-taking (including systemically important, NBFC-ND-SI) and deposit-taking (NBFC-D), with different norms.

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End-to-end NBFC Registration handled by qualified professionals: documentation, government filing and follow-up, all included.

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Why It Matters

Why NBFC Registration Is Required

Carrying on non-banking financial business without RBI registration is prohibited and can attract serious consequences. Registration establishes your company as a regulated financial institution.

  1. 01

    It Is Mandatory

    Section 45-IA prohibits any company from commencing or carrying on non-banking financial business without a Certificate of Registration from the RBI. Operating without it is an offence.

  2. 02

    Operate as a Regulated Lender

    A CoR lets your company lawfully lend, invest and provide financial services from its own balance sheet within the RBI framework.

  3. 03

    Access Institutional Funding

    Banks, investors and lenders generally deal only with a registered NBFC, so registration is often a precondition for raising debt and equity.

  4. 04

    Regulatory Credibility

    RBI registration signals that your company meets net-worth, fit-and-proper and governance standards — building trust with customers and partners.

  5. 05

    Scale With a Clear Framework

    Registration brings your business under a defined set of prudential norms and returns, giving a stable base to scale lending operations.

  6. 06

    Avoid Penal Consequences

    Unregistered financial activity can attract penalties, prosecution and directions to stop business — registering protects the promoters and the company.

Transparent

Simple, Transparent Pricing

Custom quote for your case

Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.

Eligibility

Who Can Apply?

Companies registered under the Companies Act, 2013
Companies meeting the minimum Net Owned Fund
Businesses passing the 50-50 principal-business test
Promoters / directors who are fit and proper
Fintech / lending ventures
Group holding companies (CIC structures)

Eligibility checklist

  • The applicant is a company incorporated under the Companies Act, 2013 (or 1956)
  • Minimum Net Owned Fund — indicatively ₹2 crore historically, raised to ₹10 crore for many categories under SBR (subject to prevailing RBI directions)
  • The 50-50 principal-business test is met: financial assets over 50% of total assets and financial income over 50% of gross income
  • Directors / promoters satisfy the RBI fit-and-proper criteria and have a clean track record
  • A credible business plan and, where required, capital contributed from disclosed, tax-paid sources
  • The company is not carrying on prohibited activities and has proper governance in place
End-to-End

Everything You Need. One Professional Team.

01

Category Assessment

Determine whether you need an NBFC licence and the correct category / layer under SBR.

02

Company & NOF Setup

Guide incorporation (if needed) and structuring capital to meet the Net Owned Fund requirement.

03

Documentation

Prepare the application, business plan, board resolutions, KYC and fit-and-proper declarations.

04

COSMOS Application

File the online application on the RBI portal and submit the physical file to the Regional Office.

05

RBI Query Handling

Respond to RBI clarifications and additional-information requests through to grant of CoR.

06

Certificate of Registration

Coordinate through to issue of the Certificate of Registration by the RBI.

07

Policy & Framework Setup

Help put in place required policies — fair practices code, KYC / AML, credit and governance.

08

Ongoing Returns Support

Support periodic NBS / DNBS returns, CIC / credit-bureau reporting and annual compliance.

No Ambiguity

What You’ll Receive

NBFC category & eligibility assessment note
Net Owned Fund structuring guidance
Complete RBI application (COSMOS + physical file)
Business plan and required board resolutions
Fit-and-proper & KYC documentation for directors
RBI Certificate of Registration (on grant)
Statutory policy templates (fair practices, KYC/AML, credit)
Post-registration compliance & returns calendar
Checklist

Documents Required for NBFC Registration

The RBI reviews the company, its capital, its promoters and its business plan. Keep clear, certified copies ready; the exact set is confirmed against your category and the current RBI checklist.

01

Company & Incorporation

  • Certificate of Incorporation, MOA & AOA (with financial objects)
  • Company PAN and latest audited financials
  • Board resolution to apply for NBFC registration
  • Details of the registered office and place of business
02

Capital & Net Owned Fund

  • Auditor's certificate of Net Owned Fund
  • Proof of capital / bank statement evidencing NOF
  • Shareholding pattern and source-of-funds details
  • Banker's report on the company's account
03

Directors & Promoters

  • PAN, Aadhaar and KYC of all directors / promoters
  • Fit-and-proper declarations and CIBIL / credit reports
  • Educational / professional and net-worth details
  • Detailed business plan and projected financials (typically 3 years)
Important before you apply

Net Owned Fund is indicative

NOF has historically been ₹2 crore and has been raised to ₹10 crore for many categories under Scale-Based Regulation. Treat figures as indicative and subject to prevailing RBI directions for your category.

The 50-50 test decides NBFC status

A company is an NBFC if its financial assets exceed 50% of total assets and its income from financial assets exceeds 50% of gross income. Both limbs must be met.

Fit-and-proper promoters

Directors and promoters must meet RBI fit-and-proper criteria, with a clean credit record and disclosed source of funds.

Company first

You must first have a company incorporated under the Companies Act with financial objects in its Memorandum before applying for the CoR.

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Step by Step

The NBFC Registration Process, Step by Step

From category assessment to the RBI COSMOS application, query handling and grant of the Certificate of Registration.

01

Assess NBFC status & category

Confirm whether you need a licence, apply the 50-50 test and identify the correct category and layer.

02

Incorporate & build NOF

Ensure a company with financial objects is in place and structure capital to meet the Net Owned Fund requirement.

03

Prepare the application file

Draft the business plan, board resolutions, fit-and-proper and KYC documents, and the auditor's NOF certificate.

04

File on the RBI COSMOS portal

Submit the online application, generate the reference number and file the physical application with the RBI Regional Office.

05

Respond to RBI queries

Address the RBI's clarifications and requests for additional information and documents.

06

Grant of Certificate of Registration

On satisfaction of all conditions, the RBI issues the Certificate of Registration to the NBFC.

07

Set up ongoing compliance

Put policies in place and begin periodic NBS / DNBS returns, credit-bureau reporting and annual filings.

How Long It Takes

What to Expect on Timelines

StageExpected Time
Company setup & NOF structuringBefore application
Application preparation (business plan, KYC, NOF certificate)Case-dependent
RBI review & query roundsAs per RBI processing
Grant of Certificate of RegistrationOn satisfaction of conditions
Ongoing returns (NBS / DNBS)Periodic (monthly / quarterly / annual)

RBI processing time varies with the completeness of the application and the number of query rounds. We do not promise a fixed grant date — the RBI grants the Certificate of Registration only when it is satisfied that all statutory conditions are met.

Compliance Calendar

Key Dates — At a Glance

FrequencyWhat Is Due
Periodic ReturnsNBS / DNBS returns to the RBI as applicable to the category · Credit-bureau (CIC) reporting of borrowers · Statutory auditor certificate on NBFC status · Systemically important NBFC returns where applicable
PrudentialMaintain minimum Net Owned Fund · Comply with capital adequacy / provisioning norms · Follow the Fair Practices Code and KYC / AML · Board-approved policies and internal controls
Annual & Event-BasedCompanies Act annual filings (ROC) · Income-tax return and audit · Intimate change of directors / control to RBI · Report material events and changes in business

Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.

Why Outsource

Doing It Yourself vs TaxClue

Doing It Yourself

  • Apply the 50-50 test and pick the right category / layer yourself
  • Interpret the RBI Master Directions and SBR framework
  • Structure and evidence the Net Owned Fund correctly
  • Draft a business plan that meets RBI expectations
  • Complete the COSMOS application and physical file accurately
  • Handle multiple rounds of RBI queries
  • Risk rejection or return of the application

With TaxClue

  • Expert confirms whether you need a licence and which category fits
  • NOF structuring guided to meet the requirement
  • Business plan and application prepared to RBI standards
  • COSMOS filing and physical submission handled
  • RBI queries answered by our team
  • Statutory policies set up for you
  • Higher-quality application, fewer avoidable delays

Skip the guesswork.

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Avoid Delays

Common Mistakes That Delay Your Application

Assuming registration is not needed when the 50-50 test is met
Applying under the wrong NBFC category or layer
Falling short of the required Net Owned Fund
A weak or unrealistic business plan
Incomplete fit-and-proper / KYC for directors
Undisclosed or unverifiable source of capital
Delayed or incomplete responses to RBI queries
Commencing financial business before the CoR is granted

TaxClue reviews your documents before filing to reduce avoidable errors.

Stay Compliant

Ongoing Compliance for a Registered NBFC

Periodic Returns

  • NBS / DNBS returns to the RBI as applicable to the category
  • Credit-bureau (CIC) reporting of borrowers
  • Statutory auditor certificate on NBFC status
  • Systemically important NBFC returns where applicable

Prudential

  • Maintain minimum Net Owned Fund
  • Comply with capital adequacy / provisioning norms
  • Follow the Fair Practices Code and KYC / AML
  • Board-approved policies and internal controls

Annual & Event-Based

  • Companies Act annual filings (ROC)
  • Income-tax return and audit
  • Intimate change of directors / control to RBI
  • Report material events and changes in business
Risk Assessment

Penalties & Consequences

What is at stake if you do not comply

  • Carrying on non-banking financial business without RBI registration is an offence
  • Falling short of the minimum Net Owned Fund can lead to rejection of the application
  • Commencing financial business before the Certificate of Registration is granted is prohibited
  • Failing to maintain the 50-50 test, NOF or conditions can lead the RBI to cancel the CoR
  • Unregistered financial activity can attract penalties, prosecution and a direction to stop business
Latest Updates

Regulatory Updates 2025–26

  • 2025: NBFC registration requires a Certificate of Registration from RBI and a minimum Net Owned Fund of ₹10 crore for most new NBFCs.
The Difference

Why Businesses Choose TaxClue

01

Specialist Team

NBFC licensing and RBI compliance handled by professionals who do it regularly.

02

RBI-Standard Applications

Business plans and files prepared to the standard the RBI expects.

03

Compliance-First

Fit-and-proper, NOF and governance addressed up front to reduce query rounds.

04

Transparent Fees

A clear, itemised quote upfront — government charges at actuals.

05

Post-Licence Support

We stay on for returns, policies and ongoing RBI compliance.

06

One Team

Company law, tax and RBI compliance under one roof.

Data Care

Your Documents Deserve Professional Care

  • Documents handled by professionals under confidentiality
  • Access limited to the team working on your file
  • Communication over secure digital channels
  • Documents retained only as long as needed for compliance
Talk to a Specialist

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Answers

Frequently Asked Questions

What is an NBFC?
A Non-Banking Financial Company is a company registered under the Companies Act whose principal business is financial — lending, investment in shares / securities, hire-purchase, asset finance or similar — but which is not a bank and does not hold a banking licence. NBFCs are regulated by the RBI.
Is RBI registration mandatory to run an NBFC?
Yes. Under Section 45-IA of the RBI Act, 1934, no NBFC can commence or carry on the business of a non-banking financial institution without obtaining a Certificate of Registration from the RBI and holding the minimum Net Owned Fund. Operating without registration is prohibited.
What is the minimum Net Owned Fund for an NBFC?
The Net Owned Fund has historically been ₹2 crore, and under the RBI's Scale-Based Regulation framework it has been raised to ₹10 crore for many categories, to be met in a phased manner. These figures are indicative and subject to the prevailing RBI directions for your specific NBFC category, so the exact requirement should be confirmed case by case.
What is the 50-50 test?
The 50-50 principal-business test decides whether a company is an NBFC: its financial assets must be more than 50% of its total assets, and its income from those financial assets must be more than 50% of its gross income. A company meeting both limbs is treated as an NBFC and requires registration.
What are the main categories of NBFC?
Common categories include the Investment and Credit Company (NBFC-ICC), Infrastructure Finance Company (IFC), Micro Finance Institution (NBFC-MFI), Core Investment Company (CIC) and NBFC-Factor, among others. NBFCs are also classified as non-deposit-taking (including systemically important, NBFC-ND-SI) or deposit-taking (NBFC-D), and under Scale-Based Regulation into Base, Middle, Upper and Top layers.
Do I need a company before applying?
Yes. You must first have a company incorporated under the Companies Act, with financial activities in its Memorandum of Association, before applying for a Certificate of Registration. We can assist with incorporation as part of the engagement if the company is not yet formed.
How is the application filed with the RBI?
The application is filed online on the RBI's COSMOS portal, generating an application reference number, after which a physical application with supporting documents is submitted to the concerned RBI Regional Office. The RBI then reviews the file and may raise queries before granting the Certificate of Registration.
How long does NBFC registration take?
The time depends on how complete the application is and how many rounds of RBI queries arise. We do not promise a fixed grant date because the RBI issues the Certificate of Registration only when it is satisfied that all statutory conditions — capital, fit-and-proper, business plan and governance — are met.
What are the fit-and-proper criteria for directors?
Directors and promoters must meet the RBI's fit-and-proper standards, which look at their integrity, financial track record, credit history and any adverse regulatory or criminal record. The RBI expects a clean record and a clearly disclosed, verifiable source of the capital contributed.
What ongoing compliance applies after registration?
A registered NBFC must file periodic returns (such as the applicable NBS / DNBS returns), report borrowers to credit bureaus, maintain its Net Owned Fund and prudential norms, follow the Fair Practices Code and KYC / AML rules, and complete Companies Act and income-tax filings. Systemically important NBFCs have additional requirements.
Can an NBFC accept public deposits?
Only NBFCs specifically authorised as deposit-taking (NBFC-D) and holding the required investment-grade rating and permission can accept public deposits, within RBI limits. Most NBFCs are non-deposit-taking (NBFC-ND) and are not permitted to accept public deposits. The permitted activity depends on the category granted.
What is the minimum capital required for NBFC registration?
The key threshold is the Net Owned Fund (NOF), which has historically been ₹2 crore and has been raised to ₹10 crore for many NBFC categories under the RBI's Scale-Based Regulation framework, to be met in a phased manner. These figures are indicative and subject to the prevailing RBI directions for your specific category, so the exact NOF is confirmed case by case.
How is Net Owned Fund (NOF) calculated?
Net Owned Fund is broadly the aggregate of paid-up equity capital and free reserves, reduced by accumulated losses, deferred revenue expenditure and other intangible assets, and further adjusted for certain investments in and loans to group companies as prescribed. Because the computation follows a specific RBI formula, an auditor's NOF certificate is required with the application; we help structure the capital to meet it.
Can a foreign-owned company register as an NBFC?
Yes. Foreign investment into an NBFC is permitted under the FDI policy for the financial-services sector, subject to the applicable conditions, and such a company can seek RBI registration like any other. The foreign investment must also be reported under FEMA (FC-GPR on FIRMS), which we can handle alongside the NBFC application.
How long does the Certificate of Registration remain valid?
A Certificate of Registration continues in force unless it is cancelled or surrendered, provided the NBFC keeps meeting the principal-business (50-50) test, the minimum Net Owned Fund and its ongoing regulatory conditions. There is no fixed expiry, but failing to maintain these conditions can lead the RBI to cancel the registration.
What returns must an NBFC file after registration?
A registered NBFC files periodic returns to the RBI (the applicable NBS / DNBS returns for its category and layer), reports borrowers to credit bureaus, and completes its Companies Act and income-tax filings; systemically important NBFCs have additional returns. We set up a compliance calendar so these are filed on time.
Verify Everything

Official Sources & Legal References

Every regulatory point on this page is drawn from primary law and official RBI sources. Verify directly:

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