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NBFC REGISTRATION

RBI LICENSING • CERTIFICATE OF REGISTRATION (CoR) • COMPANIES ACT 2013 • SCALE-BASED REGULATION

RBI Regulated Section 45-IA Compliant 10,000+ Advisor Network

What is NBFC Registration?

A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act, 2013, engaged in the business of loans and advances, acquisition of shares, stocks, bonds, debentures, leasing, hire-purchase, insurance, or chit fund business. Unlike banks, NBFCs cannot accept demand deposits or issue cheques drawn on themselves, yet they play a critical role in expanding credit access across India.

No company can 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 (RBI), as mandated under Section 45-IA of the RBI Act, 1934. With NBFCs now holding a growing share of India's credit and microfinance markets, registration is the foundational step for any entrepreneur looking to build a lending or investment business.

Mandatory Under Section 45-IA, RBI Act 1934

Every entity carrying on non-banking financial activity must hold a valid Certificate of Registration issued by the RBI before commencing operations.

🏛️
Government of India
Reserve Bank of India
Department of Regulation
Certificate of Registration
Section 45-IA, RBI Act 1934
CoR No. N-14.0XXXX
Category NBFC-ICC (ND)
Layer Base Layer (NBFC-BL)
NOF ₹2,00,00,000+
Status Active

Who Needs NBFC Registration?

Any entity carrying on lending, investment, or asset-financing activity as its principal business must register with RBI before commencing operations.

Deposit-Taking NBFCs (NBFC-D)

  • Asset Finance Companies accepting public deposits
  • Housing Finance Companies (HFCs)
  • Chit fund companies
  • Mutual Benefit Financial Companies
  • Residuary Non-Banking Companies (RNBCs)
  • Companies seeking public deposit mobilisation
Applicable Law: Section 45-IA RBI Act, 1934

Non-Deposit Taking NBFCs (NBFC-ND)

  • Investment & Credit Companies (NBFC-ICC)
  • Infrastructure Finance Companies (NBFC-IFC)
  • Microfinance Institutions (NBFC-MFI)
  • Core Investment Companies (CIC)
  • NBFC-Factors & Account Aggregators
  • Peer-to-Peer (P2P) lending platforms
Applicable Law: RBI Scale-Based Regulatory Framework, 2023

Types of NBFC Registration

Investment & Credit Company
  • Lending & investment activities
  • Most common NBFC category
  • Covers loan & asset-finance NBFCs
  • Minimum NOF of ₹10 crore
  • Broad-based lending model
Infrastructure Finance Company
  • Finances infrastructure projects
  • Minimum 75% assets in infra loans
  • Minimum NOF of ₹300 crore
  • Credit rating of "A" or above
  • CRAR of 15% mandatory
Microfinance Institution
  • Loans to low-income borrowers
  • Minimum 75% qualifying assets
  • Minimum NOF of ₹5 crore
  • Income & loan-limit norms apply
  • Fair Practices Code mandatory
Housing Finance Company
  • Home loan & housing finance
  • Regulated under RBI (from NHFC)
  • Minimum NOF of ₹20 crore
  • 50%+ assets in housing finance
  • Priority sector lending eligible
Core Investment Company
  • Investment in group companies
  • 90%+ assets in group investments
  • Minimum NOF of ₹100 crore (CIC-ND-SI)
  • No public fund access below threshold
  • Registration exemption below ₹100 crore
NBFC-Factor
  • Factoring & receivables financing
  • Minimum 50% assets in factoring
  • Minimum NOF of ₹5 crore
  • Registered under Factoring Act, 2011
  • Supports MSME working capital

Eligibility Criteria

A company must satisfy the following structural, financial, and director-level conditions before RBI will consider its NBFC registration application.

Company & Structural Eligibility

  • Must be incorporated under the Companies Act, 2013 as a Private or Public Limited Company
  • Principal business must be financial activity, satisfying RBI's 50-50 Principal Business Criteria test
  • Not permitted for partnership firms, LLPs, or sole proprietorships
  • Must have a functional, verifiable registered office in India
  • Main objects clause in the MOA must clearly reflect financial business activity
  • Should not be carrying on any prohibited activity such as agriculture, industry, or real estate as principal business

Financial & Director Eligibility

  • Minimum Net Owned Fund (NOF) of ₹2 crore, higher for specialised categories
  • At least one-third of directors must have a minimum of 10 years' experience in finance or banking
  • Directors and promoters must satisfy RBI's "Fit and Proper" criteria
  • No director or promoter should have a criminal record or history of loan default
  • Satisfactory CIBIL/credit history of promoters and shareholders
  • Clean track record with no prior rejection of NBFC application without resolved objections

RBI Scale-Based Regulatory Layers

Since October 2023, RBI classifies every registered NBFC into one of four regulatory layers based on size, activity, and risk perception.

NBFC-BL
Base Layer

Smaller, non-deposit taking NBFCs with lighter regulatory requirements

NBFC-ML
Middle Layer

Deposit-taking NBFCs and larger non-deposit NBFCs above ₹1,000 crore asset size

NBFC-UL
Upper Layer

Top 25-30 NBFCs by size, subject to enhanced, bank-like regulation

NBFC-TL
Top Layer

Reserved category for NBFCs posing significant systemic risk, at RBI's discretion

Application Process

1
Company Incorporation

Register a Private or Public Limited Company under the Companies Act, 2013

2
Capital Infusion (NOF)

Deposit the minimum Net Owned Fund as fixed deposit in a scheduled bank

3
Documentation & Business Plan

Prepare director KYC, net worth certificates, and 3-year business projections

4
Online Application (COSMOS)

Submit application on RBI's COSMOS portal along with the requisite documents

5
RBI Scrutiny & Clarifications

Respond to RBI queries and provide additional information as sought

6
Certificate of Registration

Receive the CoR from RBI and commence non-banking financial operations

Requirements & Benefits

Required Documents

  • Certificate of Incorporation, MOA & AOA
  • Board resolution approving NBFC registration
  • Director profiles with min. 10 years' finance experience for 1/3rd of the board
  • Net worth certificates of directors & shareholders
  • Banker's certificate confirming Net Owned Fund (NOF)
  • Detailed business plan with 3-year financial projections
  • Fair Practices Code & KYC/AML policy
  • Credit rating (for deposit-taking NBFCs)
  • Income tax returns & audited financials of promoters
  • Structure and shareholding pattern of the company

Benefits of Registration

  • Legal authorization to conduct lending & investment business
  • Wider access to capital markets, banks & institutional funding
  • No banking license required to extend credit
  • Flexible lending norms compared to traditional banks
  • Eligibility for co-lending & securitisation frameworks
  • Ability to raise public deposits (subject to category)
  • Enhanced credibility with RBI regulatory oversight
  • Strong platform for financial inclusion & MSME lending
  • Easier route to future PE/VC funding & IPO readiness
  • Access to India's fast-growing NBFC credit ecosystem

Timeline & Investment

Processing Time

90–180 Working Days

For RBI Certificate of Registration
Minimum Capital (NOF)

₹2 Crore+

Higher for specialised categories
Ongoing Filings

Quarterly & Annual

NBS returns & statutory audits

Post-Registration Compliance

Regulatory Returns
  • File periodic NBS returns with RBI
  • Submit statutory auditor's certificate
  • Report changes in directors/shareholding
  • Maintain accurate books of accounts
  • File annual financial statements
RBI Supervision
  • Be prepared for onsite/offsite inspection
  • Maintain inspection-ready records
  • Respond to RBI observations promptly
  • Implement corrective action plans
  • Retain compliance documentation
Ongoing Norms
  • Maintain KYC/AML & Fair Practices Code
  • Follow prescribed asset classification (NPA) norms
  • Maintain minimum CRAR at all times
  • Adhere to fit & proper director criteria
  • Comply with scale-based regulatory layer norms

Frequently Asked Questions

A company must maintain a minimum Net Owned Fund (NOF) of ₹2 crore to register as an NBFC-Investment and Credit Company. Specialised categories such as Housing Finance Companies, Infrastructure Finance Companies, and Core Investment Companies have higher prescribed NOF thresholds under RBI norms.

The RBI Certificate of Registration typically takes between 90 to 180 working days, depending on the completeness of documentation, the category applied for, and the volume of clarifications sought by RBI during scrutiny.

Yes. A company must first be incorporated under the Companies Act, 2013 as a Private or Public Limited Company. Once incorporated and the required capital is infused, it can apply to RBI for the Certificate of Registration.

Deposit-taking NBFCs (NBFC-D) are permitted to accept public deposits subject to strict RBI norms on credit rating, CRAR, and deposit acceptance limits. Non-deposit-taking NBFCs (NBFC-ND) rely on their own funds, borrowings, and market instruments rather than public deposits.

Carrying on non-banking financial business without a valid Certificate of Registration is a violation of Section 45-IA of the RBI Act, 1934, and can attract penalties, prosecution, and directions to cease operations from the Reserve Bank of India.

Why Choose I-NEXUS?

RBI Licensing Experts

Specialised team with deep knowledge of RBI Act norms and scale-based regulation

Business Plan Drafting

End-to-end preparation of RBI-compliant business plans and financial projections

Fast, Structured Process

Streamlined documentation and COSMOS filing to minimise RBI queries and delays

End-to-End Support

From incorporation to CoR issuance and ongoing RBI compliance — complete assistance

Ready to Register Your NBFC?

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