The Reserve Bank of India (RBI) has notified the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026, amending the existing Cross Border Merger Regulations, 2018. The key change is the replacement of the term “NCLT” with the broader expression “Competent Authority” across Regulations 4, 5, 7, and 9. A new definition of “Competent Authority” has been inserted, covering any authority empowered under the Companies Act, 2013 or its subordinate legislation to approve a scheme of merger or amalgamation. Simultaneously, the earlier definition contained in clause (vii) has been omitted. The amendment takes effect from the date of publication in the Official Gazette. By moving away from an NCLT-specific reference, the RBI has aligned FEMA’s cross-border merger framework with the evolving corporate restructuring regime under the Companies Act, ensuring that approvals granted by any legally empowered authority are recognized for FEMA purposes. The amendment enhances regulatory flexibility and facilitates smoother implementation of cross-border merger transactions.
RESERVE BANK OF INDIA
(Foreign Exchange Department)
(CENTRAL OFFICE)
NOTIFICATION
Mumbai, the 29th May, 2026
Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026
No. FEMA 389(1)/2026-RB. —In exercise of the powers conferred by section 47 of the Foreign Exchange Management Act, 1999 (42 of 1999), the Reserve Bank makes the following amendment in the Foreign Exchange Management (Cross Border Merger) Regulations, 2018 (Notification No. FEMA.389/2018-RB dated March 20, 2018) (hereinafter referred to as ‘the Principal Regulations’), namely:-
1. Short title and commencement:
(1) These regulations may be called the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026.
(2) They shall come into force with effect from the date of their publication in the Official Gazette.
2. Amendment to regulation 2:
In the Principal Regulations, in regulation 2, –
(i) the clause (vii) shall be omitted;
(ii) after the clause (ii), the following clause shall be inserted, namely –
“(iia) ‘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;”.
3. Amendment to regulations 4, 5, 7 and 9:
In the Principal Regulations, in regulations 4, 5, 7 and 9 for the word “NCLT”, wherever it occurs, the words “Competent Authority” shall be substituted.
Dr. ADITYA GAIHA, Chief General Manager-in-Charge
[ADVT.-III/4/Exty./142/2026-27]
Foot Note: The Principal Regulations were published in the Official Gazette vide G.S.R. No. 244(E) dated March 20, 2018in Part II, Section 3, Sub-Section (i) (Published on March 23, 2018)
