Non-Banking Financial Company
(NBFC) Registration & RBI Licensing
Fast-track Certificate of Registration (CoR) advisory under Section 45-IA of the RBI Act, 1934. Comprehensive corporate structuring, Scale-Based Regulation (SBR) compliance, Net Owned Fund (NOF) planning, and direct representation before the Reserve Bank of India Regional Office, Thiruvananthapuram and national desks.
End-to-End RBI Licensing Suite
Supervised by Senior CAs, CS & Former Banking Regulatory Officials
Section 45-IA RBI Act
Mandates that no company shall commence or carry on the business of a non-banking financial institution without obtaining a Certificate of Registration (CoR) from the Reserve Bank of India.
Scale-Based Regulation (SBR)
RBI’s four-tiered regulatory framework (Base Layer, Middle Layer, Upper Layer, Top Layer) calibrates capital adequacy, governance, and disclosures according to systemic risk and asset size.
RBI Thiruvananthapuram RO
Physical liaison with the Department of Non-Banking Supervision (DNBS) at Bakery Junction, Thiruvananthapuram for all companies incorporated in Kerala and Lakshadweep.
Your entity qualifies as a Financial Institution. Conducting lending or financial business without an RBI Certificate of Registration (CoR) is strictly prohibited.
RBI Scale-Based Regulation (SBR) Framework
Introduced by the Reserve Bank of India to align NBFC regulations proportionately with their systemic risk, size, and activity profile.
Base Layer (NBFC-BL)
- • Non-deposit taking NBFCs with asset size below ₹1,000 Crore.
- • Covers NBFC-ICC, NBFC-MFI, NBFC-P2P, and NBFC-AA.
- • Minimum NOF: ₹10 Crore (₹2 Cr for P2P/AA/Type I).
- • NPA classification norm: 90 days overdue.
- • Simplified board governance and disclosures.
Middle Layer (NBFC-ML)
- • All deposit-taking NBFCs (NBFC-D) regardless of asset size.
- • Non-deposit taking NBFCs with asset size of ₹1,000 Crore & above.
- • Core Investment Companies (CICs), HFCs, and Infrastructure Debt Funds (IDFs).
- • Mandated Audit Committee, Nomination Committee & Risk Management Committee.
Upper Layer (NBFC-UL)
- • Top 10 systemically significant NBFCs specifically identified by RBI based on scoring metrics.
- • Bank-like prudential norms and capital conservation buffers.
- • Mandatory listing requirement within 3 years of being classified.
- • Stringent leverage and large exposure framework (LEF).
Top Layer (NBFC-TL)
- • Ideally kept empty by the Reserve Bank of India.
- • Activated only if an Upper Layer entity exhibits extreme systemic risk spillover.
- • Subject to higher bespoke capital add-ons and direct intensive RBI supervision.
NBFC License Categories & Minimum Capital Requirements
Detailed breakdown of statutory categories under Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.
| NBFC Category | RBI SBR Layer | Minimum NOF | Deposit Status | Key Regulatory Scope |
|---|---|---|---|---|
NBFC-ICC (Investment & Credit Company) Formed by amalgamating Asset Finance Companies (AFC), Loan Companies (LC), and Investment Companies (IC). Most popular and versatile NBFC license in India. | Base / Middle Layer | ₹10 Crore (Scale-Based SBR) | Non-Deposit Taking (Type II) | Lending, working capital loans, retail credit, consumer financing, vehicle loans, and asset acquisitions. |
NBFC-MFI (Microfinance Institution) Operates with standardized qualifying asset criteria under RBI Microfinance Directions. Ideal for rural and semi-urban credit inclusion. | Base Layer | ₹10 Crore (₹5 Cr for North-East States) | Non-Deposit Taking | Collateral-free micro-loans to low-income households with annual household income up to ₹3,00,000. |
NBFC-P2P (Peer-to-Peer Lending Platform) Marketplace fintech model. NBFC cannot lend from its own balance sheet, cannot take credit risk, and cannot provide credit guarantees. | Base Layer | ₹2 Crore | Strictly Marketplace Escrow (No Balance Sheet Risk) | Online digital platform connecting prospective verified borrowers with retail and institutional lenders. |
NBFC-AA (Account Aggregator) Pure data intermediary operating within RBI’s Open Banking and Account Aggregator ecosystem. Cannot engage in lending or investment. | Base Layer | ₹2 Crore | No Fund-Based Activities Allowed | Consent-based retrieval, aggregation, and consolidation of customer financial information across Financial Information Providers (FIPs) and Users (FIUs). |
Type-I NBFC-ND (No Public Funds / No Customer Interface) Favored by corporate conglomerates, family offices, and holding structures for intra-group funding and strategic investments. | Base Layer | ₹2 Crore / ₹10 Crore | Non-Deposit Taking | Holding company, treasury entity, or intra-group finance entity that does not access public funds and has no direct retail customer interface. |
Housing Finance Company (HFC) Regulated under RBI Master Directions for Housing Finance Companies (transferred from National Housing Bank - NHB to RBI). | Middle / Upper Layer | ₹25 Crore | Deposit-Taking or Non-Deposit | Financing the construction, renovation, purchase, and development of residential and commercial housing properties. |
NBFC-Factor Regulated under the Factoring Regulation Act and RBI Factoring Directions. Critical for supply chain finance in India. | Base Layer | ₹5 Crore / ₹10 Crore | Non-Deposit Taking | Factoring services, receivables financing, invoice discounting, and TReDS platform financing for MSMEs and corporate vendors. |
Entity Comparison: NBFC vs Nidhi vs Section 8 MFI vs Co-operative
Choosing the right legal constitution is critical. Review regulatory oversight, capital outlay, and public deposit rules before committing equity funds.
| Particulars | RBI NBFC (ICC / MFI) | Nidhi Company | Section 8 Microfinance | Co-operative Credit Society |
|---|---|---|---|---|
| Primary Regulator | Reserve Bank of India (RBI) | Ministry of Corporate Affairs (MCA) | MCA & RBI Microfinance Directions | State Registrar of Co-operative Societies |
| Minimum Capital (NOF) | ₹10 Crore (SBR Norm) | ₹10 Lakh to ₹20 Lakh | No statutory minimum (₹5 Lakh suggested) | As per State Bye-laws (₹5L - ₹25L) |
| Lending Client Profile | Anyone (Individuals, Startups, Corporates) | Strictly Members Only | Low-income household micro-credit | Strictly Members Only |
| Geographical Scope | All-India operations without territorial caps | Initially within District / State (NDH-4 norm) | Pan-India or designated operational zones | Confined to registered State / Ward |
| Deposit Acceptance | Strictly Non-Deposit Taking (Type II) | Yes (From members only up to 20x NOF) | Strictly Prohibited from taking deposits | Yes (From registered members) |
| Foreign Investment (FDI) | 100% Automatic Route permitted | Strictly Prohibited | Permitted via FCRA approval | Strictly Prohibited |
Promoter & Director "Fit & Proper" Criteria
The Reserve Bank of India exercises intensive character, integrity, and source-of-wealth scrutiny before considering any CoR application.
CIBIL & Financial Integrity
Zero default record across credit institutions
• Minimum personal credit score of 750+ for all proposed directors and majority equity shareholders.
• Zero record of willful default or Non-Performing Asset (NPA) classification in any commercial bank.
• Clean economic offense record with no prosecution under Negotiable Instruments Act (Cheque bounce) or PMLA.
Professional Experience
Banking, underwriting & credit expertise
• Board must include at least two senior members with 10+ years direct banking or financial services experience.
• Presence of empanelled professionals (Chartered Accountants, Advocates, or Corporate Secretaries) on the board.
• Detailed curriculum vitae proving executive governance and credit risk management credentials.
Source of Net Owned Funds
Unencumbered, lien-free equity capital
• Transparent paper trail proving the legitimate origin of promoter equity funds (No borrowed money allowed as NOF).
• Audited financial statements, ITRs for the last 3 years, and net worth certificates of all contributing promoters.
• Scheduled bank certificate affirming that the NOF deposit is held in a fixed deposit free of any lien or encumbrance.
The 6-Stage RBI NBFC Licensing Process
Our structured roadmap from corporate incorporation to online CIMS filing and physical representation before RBI officials.
Corporate Structuring & ROC Incorporation
Incorporation of a Private Limited or Public Limited company under Companies Act 2013 with dedicated financial services objects in the MOA complying strictly with RBI Section 45-IA guidelines.
Capital Infusion & Lien-Free Bank Fixed Deposit
Full equity share capital infusion by promoters into the corporate bank account. Placement of minimum Net Owned Funds (NOF) in a scheduled commercial bank Fixed Deposit and obtaining an irrevocable Non-Lien Banker's Certificate.
Statutory Policies, DPR & Governance Dossier
Drafting a 5-year Detailed Project Report (DPR) with credit underwriting models, Fair Practices Code (FPC), KYC/AML policy, RBI-compliant IT & Cybersecurity architecture, and Director Fit & Proper affidavits (Annexure I, II & III).
Online RBI CIMS / COSMOS Portal Submission
Digital application upload and electronic filing on the Reserve Bank of India CIMS / COSMOS licensing portal, generating the formal Application Reference Number (ARN).
Physical Dossier Submission to RBI Regional Office
Physical submission of the certified master dossier to the RBI Department of Non-Banking Supervision (DNBS) at Bakery Junction, Thiruvananthapuram (for Kerala & Lakshadweep jurisdiction) or the respective State RO.
Regulatory Scrutiny, Hearing & CoR Issuance
Addressing detailed queries from RBI DNBS, background verification with other regulators (SEBI, MCA, ED), personal representation by empanelled Chartered Accountants, and grant of the Certificate of Registration (CoR).
Statutory RBI Application Documentation Dossier
Essential corporate, promoter, and technical records compiled and certified by our empanelled Chartered Accountants.
Corporate & Financial Records
Management, Governance & Technical Policies
Continuous SBR Post-Licensing Compliances
Obtaining the CoR is the first step. Operating an NBFC requires rigorous monthly, quarterly, and annual reporting to RBI and statutory bodies.
Mandatory 20% Profit Transfer
Every NBFC must maintain a statutory reserve fund and transfer a minimum of 20% of its net annual profits into this reserve before declaring any dividend.
Periodic Regulatory Reporting
Mandatory quarterly filing of NBS-7 (CRAR & Risk-weighted assets), monthly ALM statements, and annual audited financial statements on the RBI CIMS portal.
Four CICs Reporting
Compulsory monthly reporting of credit history and default data to all four RBI-approved Credit Information Companies: CIBIL, Equifax, Experian, and CRIF High Mark.
FINnet 2.0 Anti-Money Laundering
Appointment of Principal Officer and Designated Director; regular filing of Cash Transaction Reports (CTR) and Suspicious Transaction Reports (STR) under PMLA.
15% Capital Adequacy (CRAR)
Continuous maintenance of minimum Capital Adequacy Ratio (Tier-I and Tier-II capital) of 15% against risk-weighted assets, alongside 90-day NPA provisioning norms.
Statutory Committees & Audits
Constitution of Audit Committee, Nomination and Remuneration Committee, Asset Liability Management Committee (ALCO), and appointment of Chief Risk Officer (CRO).
Frequently Asked Questions on NBFC Licensing
Answers to common legal, financial, and procedural queries regarding RBI NBFC registration.
Direct Representation Before RBI Thiruvananthapuram
Consult with our empanelled Chartered Accountants, Company Secretaries, and financial regulatory counsel in Thiruvananthapuram and Kochi.
TC No 44, 913, Cotton Hill Rd, Cotton Hill, Vazhuthacaud, Thiruvananthapuram, Kerala 695014
Directly accessible to RBI Regional Office, Bakery Junction, Thiruvananthapuram
4th Floor, Koprambil Heights, B3, Seaport-Airport Rd, Irumpanam, Thrippunithura, Kochi, Kerala - 682309
Need an NBFC Advisory Session?
Whether you are incorporating an NBFC-ICC, structuring a Peer-to-Peer lending platform, or assessing capital requirements under Scale-Based Regulation, connect directly with our advisory desk.