The Reserve Bank of India (RBI), on May 29, 2026, issued the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026, amending the Foreign Exchange Management (Cross Border Merger) Regulations, 2018. The amendment introduces the definition of “Competent Authority” and replaces references to the National Company Law Tribunal (NCLT) with “Competent Authority” across key provisions governing cross-border mergers and amalgamations. The regulations came into force on their publication in the Official Gazette.
The amendment inserts a new definition stating that “Competent Authority” means any authority empowered under the Companies Act, 2013 or subordinate legislation to approve a merger or amalgamation scheme. Simultaneously, an existing definition in Regulation 2 has been omitted. Further, Regulations 4, 5, 7 and 9 have been amended to substitute the term “NCLT” with “Competent Authority”.
The change aligns the FEMA framework with the evolving corporate restructuring approval mechanism under company law and broadens regulatory references beyond a single adjudicating body, ensuring that cross-border merger provisions remain applicable irrespective of the authority designated to approve such schemes under the Companies Act, 2013.
[Notification No. FEMA 389(1)/2026-RB]
