RBI Amends Cross-Border Merger Framework Through FEMA Regulations Update

The Reserve Bank of India (RBI) has amended the Foreign Exchange Management (Cross Border Merger) Regulations, 2018 to replace references to the National Company Law Tribunal (NCLT) with the broader term “Competent Authority”, thereby aligning the regulations with the evolving framework governing corporate restructuring and merger approvals.

Through the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026, notified on 29 May 2026, the RBI introduced a new definition of “Competent Authority” to mean any authority empowered under the Companies Act, 2013 or the rules made thereunder to approve a scheme of merger or amalgamation.

The amendment also omits the existing definition of “NCLT” from the regulations.

“‘Competent Authority’ means any authority empowered under the Companies Act, 2013 or any subordinate legislation made thereunder to approve a scheme of merger or amalgamation.”

Consequently, references to “NCLT” appearing in Regulations 4, 5, 7 and 9 of the Cross Border Merger Regulations, 2018 have been substituted with the term “Competent Authority”.

The amendment broadens the regulatory framework by ensuring that cross-border merger provisions remain applicable irrespective of the specific authority designated under the Companies Act, 2013 to approve merger or amalgamation schemes.

The amendment is aimed at providing greater regulatory flexibility and aligning FEMA provisions with the corporate law framework governing merger approvals.

The Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026 came into force from the date of their publication in the Official Gazette.

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