RBI Amends Cross-Border Merger Regulations Replaces NCLT References with Competent Authority

The RBI has issued the Foreign Exchange Management (Cross Border Merger) (Amendment) Regulations, 2026 to amend the existing FEMA framework governing inbound and outbound cross-border mergers. 

The principal amendment introduces a new definition of “Competent Authority” and substitutes references to “NCLT” with “Competent Authority” across key provisions of the regulations.

The change reflects the evolving legal framework under the Companies Act, 2013, where approval of merger and amalgamation schemes may be undertaken by authorities other than the National Company Law Tribunal in certain situations. 

By broadening the regulatory language, RBI has aligned the FEMA regulations with recent developments in corporate restructuring and insolvency law while preserving the substantive regulatory framework governing cross-border mergers.