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Reserve Bank of India (“RBI”) through notification no. FEMA 389(1)/2026-RB dated 29.05.2026, published on 05.06.2026, notified the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026 (“CBM Amendment Regulations”) to amend the Foreign Exchange Management (Cross Border Merger) Regulations, 2018 (“CBM Regulations”). The key amendments under the CBM Amendment Regulations are as follows:
1. Introduction of new definition: The CBM Regulations have been amended to insert a new definition of “Competent Authority”, meaning any authority empowered under the Companies Act, 2013 (“CA 2013”) or any subordinate legislation made thereunder to approve a scheme of merger or amalgamation. The definition of “NCLT” has also been omitted from Regulation 2 of the CBM Regulations.
2. Amendments: The authority of “NCLT”, whose approval was relevant for the purposes of cross-border mergers under the Foreign Exchange Management framework has been substituted with “Competent Authority” in Regulation 4 (Inbound merger), Regulation 5 (Outbound merger), Regulation 7 (Miscellaneous) and Regulation 9 (Deemed approval) of the CBM Regulations. This thereby aligns the cross-border merger framework under CBM Regulations with the merger framework provided under the CA 2013.
CBM Amendment Regulations came into force on the date of their publication in the Official Gazette, i.e., 05.06.2026.
* Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026.
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