Introduction
India’s Non-Banking Financial Companies (NBFCs) are highly sought after due to their financial services and market potential. Many entrepreneurs and investors prefer buying or selling NBFCs instead of starting new ones from the ground up. However, an NBFC takeover involves more than just a simple buy-sell transaction. It requires RBI approval, legal compliance, and proper documentation.
In this blog, we’ll detail the step-by-step process for NBFC takeovers in 2025, along with the associated costs, necessary documents, benefits, and compliance requirements.
What is an NBFC Takeover?
An NBFC takeover refers to the transfer of ownership and control of an existing NBFC from one group of shareholders to another.
- The buyer acquires a majority of shares (more than 50%).
- Control of management shifts from the old promoters to the new promoters.
- RBI approval is required for significant ownership changes.
Why Choose NBFC Takeover Instead of Fresh Registration?
- Saves time (fresh registration can take 6 to 12 months; a takeover is quicker).
- Already registered and compliant with the RBI.
- Business operations can start immediately.
- Access to an existing client base and loan portfolio.
Step-by-Step NBFC Takeover Process (2025)
Step 1: Board Approval
- Both the buyer and seller companies pass a Board Resolution for the takeover.
Step 2: Due Diligence
- Check RBI compliance, financial health, loan portfolio, pending litigations, and hidden liabilities.
Step 3: Share Purchase Agreement (SPA)
• The buyer and seller sign the SPA, outlining the terms, conditions, and payment schedule.
Step 4: RBI Approval
• Submit an application to the RBI with takeover details.
• The RBI verifies the fit and proper criteria of the new shareholders.
• Without RBI approval, the takeover is invalid.
Step 5: Public Notice
• After receiving RBI approval, publish a takeover notice in two newspapers (one in English and one in a regional language).
Step 6: Transfer of Shares & Management
• Shares are transferred to the buyer.
• New directors are appointed.
• ROC filings are completed.
Documents Required for NBFC Takeover
- Share Purchase Agreement
- Board Resolutions
- RBI Application Form
- Net Worth Certificate of Buyer
- KYC of New Promoters
- Audited Financial Statements of NBFC
- No Objection from Existing Creditors
Cost of NBFC Takeover in India (2025)
- Cost varies depending on type of NBFC, loan book size, net worth, and compliance.
- Small inactive NBFC takeover: ₹20–40 Lakhs (approx).
- Active NBFC with loan portfolio: ₹1.50 Cr – ₹5 Crores+.
Benefits of NBFC Takeover
- Immediate entry into financial market.
- Avoids long RBI registration wait.
- Established compliance record.
- Expansion of financial services.
Conclusion
NBFC takeover in India is a smart option for entrepreneurs who want to enter the financial sector quickly. But since it involves RBI regulations, legal paperwork, and high investment, it’s important to get expert assistance.
If you are planning to buy or sell an NBFC in India, BizLaw India provides end-to-end support including due diligence, RBI approval, and documentation.
Contact BizLaw India today to explore the best NBFC takeover deals in 2025.
FAQs for NBFC Takeover
NBFC takeover means transfer of ownership and management control of an existing RBI-registered NBFC from old shareholders to new ones.
Yes, RBI approval is mandatory for any significant change in NBFC ownership or management.
The takeover process usually takes 3–6 months, depending on RBI approval and documentation readiness.
The cost varies from ₹20 Lakhs to ₹5 Crores+, depending on whether the NBFC is active, inactive, or has a strong loan portfolio.
Buying an existing NBFC saves time, avoids lengthy RBI registration, and gives access to an immediate client base and operations.
