An Overview of NBFC Registration

NBFC stands for Non-Banking Financial Company is highly involved in financial activities such as secured & unsecured loans, marketplace lending, investments, or information service providers or any other business purposes as specified under Section 45-IA of the RBI Act, 1934 & Companies Act, 2013. NBFCs are different from Commercial & Cooperative Banks and they don’t require a banking license but must follow the rules & regulations given by the Reserve Bank of India (RBI) from time to time.

The Reserve Bank of India strictly regulates & ensures that the NBFCs are complying with the provisions & regulations given in Chapter III B of the RBI Act, 1934. The principle business activity of a Non-Banking Financial Companies is to raise capital from the public depositors & investors & lend these further to the borrowers. Also, remember that the procedure for NBFC Registration is a lengthy one and so as an applicant, you must ensure that you have all the vital documents required at the time of NBFC Registration and also make sure that comply with all the requirements of NBFC Registration.

Non-Banking Financial Companies are the bridges that connects the depositors or investors with the borrowers and they have become a better or good alternative to the financial & banking sector by providing financial solutions to the unorganised segments of society.

Principal Business Requirement for NBFC

The principal business of NBFCs is to provide financial services which involves lending, investments in shares, stocks, bonds, debentures, leasing, hire-purchase, P2P Market Place lending business, financial information service provider (NBFC-AA) insurance business, chit business or involved in the receiving of deposits under any scheme or arrangement. Besides this, following below mentioned conditions must be fulfilled in order to continue NBFC License:

• Total Assets comprises more than 50% financial assets
• More than 50% of the gross income should be generated from financial assets

Restricted Activities

• Agricultural Activity
• Industrial Activity
• Sale / Purchase of Goods and Services
• Sale / Purchase of construction of immovable property

Another way of starting finance business is to takeover an existing NBFC however it is always advisable to go for fresh NBFC registration.

Market Size of the NBFC in India

NBFC is considered as rapidly growing business vertical. In India there are a lot of banks, however, certain areas are still untouched, and no banking facilities are available there, this consequently has resulted into the enhanced demand for availing loans from NBFC and ultimately more number of NBFC registration. NBFC incorporation has taken a boom in past few years and playing very important role in the growth of financial sector. Behind this, the main reason is providing customized loan product, customer friendly loan policy as well as faster processing of loan, advanced technology and digital reach.

Non-Banking Financial Companies (NBFCs) has managed to attract considerable stake of the market in banking and banking-related services. NBFCs are engaged in the business similar to a bank but do not cover everything that a bank is indulged into. NBFC can raise funds from the public, directly or indirectly, and can freely lend them to ultimate spenders. In our opinion, NBFC sector will continuously grow because of advanced technology used by financial companies regardless of of the slow growth rate.

Types of NBFCs

NBFCs are classified into two types:

On The Basis Of Liabilities

• All NBFCs – ND whose asset size is Rs. 500 Crore and more as per the last audited balance sheet is considered as Systemically Important NBFC (NBFC-ND-SI).
• Asset size of the group companies to be clubbed
• NBFC-ND-SI has to follow the policies prescribed by RBI mandatorily and exempt from Credit Concentration Norms.
• NBFC-ND-Non SI is exempt from observing Prudential Norms, 2015 (except Annual Certificate)

On The Basis Of Activities

• NBFC-Investment And Credit Company (NBFC-ICC)

It is a kind of NBFC which deals with the lending and investment activities. Previously there were three categories which were later merged into one to provide greater operational flexibility.

[Asset Finance Company + Loan Company + Investment Company = Investment and Credit Company]

• NBFC-Infrastructure Finance Company (NBFC-IFC)

This type of financial institutions is primarily engaged in providing infrastructure loans.

• NBFC-Systemically Important Core Investment Company (CIC-ND-SI)

Its activities are mainly involved in investment in equity shares, preference shares, debt or loans of group companies.

• Infrastructure Debt Fund-NBFC (IDF-NBFC)

Activities of NBFC-IDF are mainly concerned with facilitation of flow of long-term debt into infrastructure projects.

• NBFC-Micro Finance Institution (NBFC-MFI)

NBFC-MFI is mainly formed to provide credit to economically disadvantaged groups.

• NBFC-Factor

Their main activity is concerned with acquisition of receivables of an assignor or extending loans against the security interest of the receivables at a discount.

• NBFC-Non-Operative Financial Holding Company (NOFHC)

Facilitation of promoters/ promoter groups in setting up new banks

• Mortgage Guarantee Company (MGC)

Undertaking of mortgage guarantee business

• NBFC-Account Aggregator (NBFC-AA)

Collecting and providing information about a customer’s financial assets in a consolidated, organized and retrievable manner to the customer or others as specified by the customer.

• NBFC–Peer To Peer Lending Platform (NBFC-P2P)

It provides an online platform to bring lenders and borrowers together to help mobilize funds

Functions of NBFCs in India

NBFC registration is very important for a person who wants to carry finance business in India. NBFCs cater wide range of customers and provide loans to the deprived sections of the society including both urban & rural areas in this way they contribute towards the growth of the country. Moreover, the interest rate at which a NBFC advances loan can be decided by itself keeping RBI guidelines in mind.

Functions Of NBFC Are As Follows:

• Providing customized loan solutions
• Digital platform to provide loans using advanced technology
• Faster processing of loan
• Employment generation
• Wealth creation
• Infrastructure development
• Financial assistance to financially weaker section of the society thus economic development

Difference between NBFCs and Banks

Points	NBFCs	Banks
Meaning	NBFCs provide banking services to people without holding Bank license	Bank is a government authorized financial intermediary which aims at providing banking services to the public.
Regulated Authority	Companies Act 2013 & RBI Act, 1934	Banking Regulation Act 1949
Demand Deposit	NBFCs cannot accept demand deposits	Banks can accept demand deposits
Foreign Investment	In case of NBFCs, foreign investment is 100% allowed	Foreign investment is allowed up to 74% for private sector banks
Payment & Settlement System	Not a part of system	Integral part of the system
Maintenance of Reserve Ratios	Not required in case of NBFCs	Banks have to maintain reserve ratios
Deposit Insurance Facility	Not Available	Available
Credit Creation	NBFCs do not create credit.	Banks create credit
Transaction Services	NBFCs cannot provide transactions services	Banks provide transaction services

Advantages of NBFC Registration

The advantages of NBFC Registration are of diverse nature, which are as follows:-

• Provides Loan Facilities To Needy

NBFC offers various services such as loan and credit facilities, retirement planning, currency exchange, money market, underwriting, and various related activities.

• Offer Wealth Management Services

NBFCs can offer services related to wealth management such as managing portfolios of shares and stocks.

• Services Related To Underwriting

NBFCs can underwrite stock and shares and related liabilities. Also, NBFC provides a hassle-free option to the customers for availing of the quick loan.

• Last Resort Of Borrowing

NBFCs offers services where banks are not offering. NBFCs are more profitable because of their lower costs and this as a result helps in providing cheaper loans to the customer.

• Trading In Money Market

NBFCs serves the benefits of trading in money market instruments.

• Quick In Functioning

NBFC performs in such a quick way as it sets the banks apart. It is easier to get a loan from NBFCs as compared to the Banks. As the banks have strict regulations and more paperwork as compared to NBFCs.

• Provides Multiple Choices Reaching Audience

Because of the technological advancement, NBFCs are offering multiple choices to reach the larger audience at a quicker step. NBFC covers both the large businessperson and small sectors by providing them multiple choices to avail themselves the credit facilities.

• Strong Regulations And Compliance

Due to the strong regulation and compliance system, it serves the best authenticity and trust among the society.

• Allowed FDI

Under NBFC, up to 100% Foreign Direct Investment is also an amazing benefits of its registration. NBFCs are the largest propellants of initiating finance into the country. Also, the financing process is faster and easier as compared to Banks.

• Low Operation Cost

Having specifically built innovative and low-cost business models that are driven by a technology platform and low operating expenses, it is evident that the room for growth is wide-open.

• Protection By Law For Recovery Of Loan

NBFCs is allowed to use SARFAESI law for minimum loan size for debt recovery from the existing level.

• Loans To People Having A Poor Credit Score

Banks usually check the credit score while offering loan facilities. In case of a poor credit score, the bank rejects the loan application. However, NBFCs offers loan to people having less credit score.

Pre Requisites for NBFC Registration in India

For NBFC Registration, below mentioned conditions must be fulfilled as per Section 45-IA of the RBI Act, 1934:

• Company Registration

An applicant must be a company registered under companies Act 1956 or Companies Act 2013.

• Director’s Experience

1/3rd Directors of the applicant company must possess experience in finance field in order to apply for NBFC license.

• Five Year Business Plan

An applicant company needs to draft detailed business plan for the next five years.

• Minimum NOF (Net Owned Fund) Requirement

The applicant company must possess minimum NOF of Rs. 2 Cr & Tax must be paid on it. However, based on increase in prices, real GDP and regulatory judgment, the entry point norms proposed to be revised from ₹2 crore to ₹20 crore. Applicable immediately for new registration however, existing may be given time, say 5 years.

• Qualify Capital Test

The RBI undertakes quality of capital test to check that invested capital is free non-compliance with the prescribed laws.

• Credit History

The credit score of the company, directors & its shareholders must be fine and they must have not defaulted loan re-payment deliberately to banks or to NBFCs.

• Quality Of Capital

An applicant company must have complied with the mandatory compliances.

• FEMA Compliances

In case of involvement of foreign investment, an applicant company must have complied with the FEMA Act. 100% FDI is allowed from FATF member countries.

Checklist of Documents Required for NBFC Registration

• Certified copy of COI (Certificate of Incorporation) / MOA / AOA
• Net Worth Certificate of Directors, Shareholders & Company
• Educational qualification documents of the proposed directors
• Highest Experience certificates
• Directors & Shareholders business profile
• Credit report of directors & shareholders
• KYC details, PAN of the company, GST number, address proof of the company
• Bank account details of the company [Rs. 2 Cr must have deposited as NOF]
• Audited balance sheet of last 3 years or from the date of incorporation
• Related Party Disclosures
• Income tax Returns
• Banker’s Report confirming no lien on fixed deposit
• Format of board resolution regarding NBFC registration
• Underwriting model - Detailed action plan of next 5 years including Fair Practice Code and risk assessment policy
• Business Structure & Loan Structure
• IT Policy

Procedure for NBFC Registration in India

Follow the below mentioned to register your NBFC in India:

• Hire experienced NBFC registration consultant who is having at least 10 years’ experience and having a team of experienced professionals like CA, CS, lawyers and senior bankers.
• The proposed name of the company must include Finance, FinServ, Final, Investment, Capital, Fintech, and Leasing etc.
• Register a Private Limited or Public company
• Plan your Registered office, City and Area of Operations
• Obtain certificate of Incorporation from Registrar of Companies
• Deposit Net Owned Funds in bank account opened for company
• Documentation for obtaining NBFC license
• Drafting of Business Plan for the next 5 years consisting:

1. Executive Summary
2. Product Plan
3. Lending Model
4. Risk Model
5. Peer Analysis
6. SWOT Analysis
7. Financial Projections

• Apply for registration with RBI under RBI Act, 1934.
• Applicant Company has to file an online application with the RBI on its official website.
• After this, an applicant will get a reference number (CARN) to facilitate inquiry in the future.
• After this, it is required to submit the duplicate hard copies to the concerned regional office of RBI.
• The regional office shall check the accuracy of all submitted documents.
• The regional office will send the application for NBFC registration to the central office.
• The central office of RBI grants NBFC registration only when applicant company fulfils prescribed requirements under section 45-IA.
• NBFC must commence its business within 6 months from the date of Certificate of Registration

Revised Regulatory Framework for NBFCs

On October 22, 2021, the apex bank of India, i.e. RBI, announced a scale based revised regulatory for Non-Banking Financial Companies to ensure better control over the sector. The said framework has added a few more categories of NBFCs in view of their activity with stringent rules.

Notable highlights of the Revision

The notable highlights of the revision are shown below:

• There will be a max limit of 1 crore/borrower for financing a subscription to IPO. 
• The regulatory structure will include four layers as shown below: 

1. Base Layer-Comprising non-deposit taking NBFCs having asset size of Rs 1000 crores; 
2. Middle Layer-Entails all deposit-taking and non-deposit taking NBFCs having an asset size equal to or more than Rs 1000 crore. 
3. Upper Layer-This layer includes the top 10 eligible NBFCs on account of asset size. 
4. Top Layer-The top layer shall remain an entity and only get populated if the apex bank identifies a substantial increase in the potential systemic risk from particular NBFCs of the upper layer. In such an event, said NBFCs shall find their way to the top layer. 

The NOFs Requirement Shall Be Increased For All NBFCs to Rs 10 Crore with Certain Exceptions-

NBFCs	Present NOF	By Mar 2025	By Mar 2027
NBFC-ICC	2 crore rupees	5 crore rupees	10 crore rupees
NBFC-MFI	5 crore rupees	7 crore rupees	10 crore rupees
NBFC-Factors	5 crore rupees	7 crore rupees	10 crore rupees

• In the case of NBFC AA, NBFC P2P, and NBFC without public funds and no end-user interface, the NOF will be Rs 2 crores. 
• The new framework mandates all NBFCs to identify loans overdue for more than ninety days as Non-Performing Assets by March 2026 and over 150 days by Mar 2024. 

Note: These conditions shall come to effect from October 1, 2022. Besides, the instructions concerning the ceiling on IPO funding will be effective from April 1 2022.

RBI Conditions for Granting NBFC License

• After filing application for NBFC Registration, RBI will scrutinize the file and grant license only after satisfying the below mentioned conditions:
• Ability of NBFC to repay its dues to investors and Business Plan of the company must fulfill the larger interest of the society
• NBFC activities shall not be detrimental to the interest of the Public at Large
• Capability to Infuse Sufficient capital
• Earning capability of the Proposed Business
• Activities shall be carried out in such a manner that it shall be in the public interest
• Board shall act in the interest of public or depositors
• Granting license will contribute to the economic growth of the country
• Proposed NBFC shall comply with the RBI regulations

NBFC Registration with RBI

The founders are required to follow both online and offline NBFC application to obtain the NBFC License. The RBI is an autonomous body and it has two different departments to manage and regulate the NBFC’s function.

• DNBR or Department of Non-Banking Regulation: The DNBR is accountable for conducting the fresh NBFC Registration procedure and is accountable for preparing the regulation & policies for the NBFC. The DNBR has clear and innovative assessment process of NBFC Registration.

The DNBR (Department of Non-Banking Regulation) will send you an email and a notice if they require any extra documents at the time of NBFC Registration. The Reserve Bank of India expects your response or submission to the given notice within7, 15, or 30 days as per the regulations of NBFC.

1. Assessment of NBFC Application submitted for NBFC License (all NBFC Category);
2. Examination of Directors or Shareholders profile;
3. Communication with applicant or candidate company in pre-registration process;
4. Communicates Final Decision to the applicant or proposed company with the Consent of Executive Director Office (Reserve Bank of India);
5. Administer & Regulates NBFC Business in India;
6. Publish Circular, Order, and Notifications for NBFC.

• DNBS (Department of Non-Banking Supervision):

1. DNBS is accountable for post-registration compliance of the NBFC and other administrative problems;
2. After Consent from DBNR collects bankers report and Net Owned Certificate – before they give you the NBFC License in original;
3. Accountable for complying the Rules & Regulations of NBFC issued by the Reserve Bank of India;
4. Conduct on-site inspection or audit from time to time;
5. Cancel or revoke NBFC License in case of Non-Compliance with the laws;
6. Conduct & educate a seminar for the awareness regarding NBFC Regulations, Business, and Compliance.

Penalty Provisions – In case of non-compliance with RBI Regulations

Below mentioned are the Penal Provisions in case of non-compliance with RBI Regulations:-

• Carrying NBFC Activities Without Obtaining A Certificate Of Registration From RBI

Imprisonment of 1 to 5 years and Fine of Rs. 1 to 5 lakhs

• Non-Compliance Of RBI Directions

Imprisonment up to3 years

• Failure To Produce Documentation Or Answer Queries

Fine which may extend to Rs. 2000 per offense and in case of continuous non-compliance, an additional fine up to Rs. 100 per day from the first offense.

• Acceptance Of Deposits

Imprisonment up to 3 years and a fine of twice the amount received.

FDI in NBFC

100% Foreign Direct Investment is allowed for NBFCs under automatic route, if NBFC is engaged in the following subject to the minimum capitalization requirements:

• Merchant Banking
• Underwriting
• Portfolio Management Services
• Investment Advisory Services
• Financial Consultancy
• Stock Broking
• Asset Management
• Venture Capital
• Custodian Services
• Factoring
• Credit Rating Agencies
• Licensing and Finance (Financial Leases only)
• Housing Finance
• Forex Banking
• Credit Card Business
• Money Changing Business
• Micro Credit
• Rural Credit

NBFC License Cancellation Cases

On The Following Below Mentioned Grounds RBI May Cancel NBFC License:

• NBFC license can be cancelled in case of insufficient financial experience
• Directors & shareholders business profile is not satisfactory
• Business plan not up to the mark
• Capital arranged from the prohibited source
• NBFC consultants are not experienced
• Area of carrying NBFC operations is not encouraging

Mandatory Compliances after obtaining NBFC License from RBI

Formalities Prior To The Business Commencement

After obtaining registration but prior to the commencement of business, there are following types of Compliances which need to be followed strictly for further operations.

NBFC has to apply for the following:

• Registration with 4 Credit Rating Agencies – CIBIL, ICRA, Equifax and Experian
• Central KYC
• CERSAI Registration
• FIU-IND Registration
• Adoption of Fair Practice Code
• National E-Governance Registration
• Adoption of Anti Money Laundering Policy & IT Policy
• Submission of Financial Information to Information Utilities

NBFC Annual Compliances

After complying with above mentioned registrations, NBFCs have to follow below mentioned compliances on an annual basis:

• Filing of annual return with the RBI
• Statutory compliances with the registrar of companies (ROC) – Annual Return Filing, Filing of Financial Statements
• Tax Filing - Income Tax Returns & GST Returns

Newly Proposed Scale-Based Approach to Regulation by RBI

Apart from the existing nomenclature, NBFCs would be categorized across four different layers (Base, Middle, Upper, and Top) based on various parameters including size, interconnectedness with the system, etc. The scale based approach can be visualised as a pyramid with the base layer being subjected to the least regulation and the topmost layer facing the most stringent regulations.

NBFCs would be classified into four categories for scale-based supervision – Base Layer (BL), Middle Layer (ML), Upper Layer (UL), and Top Layer (TL).

• The Base Layer would constitute 97% of NBFCs and would include NBFCs with an asset size of less than Rs 1000 cr., P2P lenders, account aggregators, NOFHCs, and Type 1 NBFCs.
• The Middle Layer would include NBFCs with asset size greater than Rs 1,000 cr., NBFC-D, HFC, IFCs, IDF, SPDs, and CICs.
• The Upper layer would comprise the Top 10 NBFCs as per asset size as well as other NBFCs shortlisted on criteria including size, leverage, assets/liabilities within the financial system, and group structure.
• The Top Layer as per RBI is supposed to be empty. The layer would be populated if RBI views the systemic risk spill-overs from specific NBFCs in the Upper Layer has witnessed an unsustainable increase. Such NBFCs would be moved to the Top Layer from the Upper Layer. Such NBFCs would be subject to higher capital charge, including Capital Conservation Buffers

Major Proposal for Base Level - RBI 2021

• The current regulations require NPA classification of the asset having more than 180 DPDs the same is proposed to be reduced to 90 DPDs in order to bring it in sync with the regulatory guidelines for other classes of NBFCs
• The board shall be required to have –

1. Adequate experience and educational qualification
2. At least one of the directors should have experience in retail lending in a bank/NBFC

• For the Risk Management Committee –

1. Current requirements at asset level of Rs 100 crores
2. Overall role and responsibilities to be laid out, and Composition could be Board or Executive level as to be decided by the Board

• The regulations for sale of stressed assets shall be made at par with banks once guidelines are finalized
• Additional disclosures on type of exposures, related party transactions, customer complaints shall be prescribed

Benefits of Fintech-Based NBFC Business Model

The integration of new age technological advancements with financial business operations is reaping various benefits to the economy. There are many benefits of this:

1. Facility of online loan;
2. Use of Artificial Intelligence (AI), Big data, and Machine Learning tools to minimise the fraud;
3. Working on financial inclusion app;
4. Addressing customer problems using technology;
5. Creating space for the alternative online banking system, interrupting conventional business models facing vital legal problems.

CorpBiz Procedure for NBFC registration

Kindly utilize the steps given above to integrate legally and securely a NBFC registration and get the benefits in the form of better-quality sales and satisfied clients. Our CorpBiz experts will be at your disposal for assisting you with guidance concerning NBFC Licensing and its compliance for the smooth functioning of your financial business in India. CorpBiz professionals will assist you in planning seamlessly at the least cost, confirming the successful conclusion of the process.

It is advisable that an attorney with “Financial experience” must be appointed to overwhelm many of the potential pitfalls that creep around within NBFC registration and to understand the requirement in detail. The elementary information would be mandatory from your end to start the process. The Attorney will begin working on your request once all the information is provided, and the payment is received.

Why CorpBiz?

CorpBiz is one of the platforms which coordinate to fulfill all your legal and financial requirements and connect you to consistent professionals. Yes, our clients are pleased with our legal service! Because of our focus on simplifying legal requirements, they have consistently regarded us highly and providing regular updates.

Our clients can also track at all times the progress on our platform. If you have any questions about the NBFC registration process, our experienced representatives are just a phone call away. CorpBiz will ensure that your communication with professionals is charming and seamless.

• First, you have to fill the query form
• You will get a call from our expert
• Make payment
• Get confirmation on mail
• Submission of documents with us
• Executive will process your application
• Track progress of your order
• Order completed

After Registration, Corpbiz Can Help You With Other NBFC Related Services:

• Fintech Based Lending Model Advisory
• Designing Loan Product & Documentation
• Complete Market Strategy
• Assistance In Fund Raising
• Virtual CFO Services
• Post Incorporation Compliances
• Expert Advisory On Adoption Of IND-AS And IFRS

Frequently Asked Questions