India regulatory approvals for foreign investment
Government route approval through DPIIT, sectoral regulator clearance (RBI, SEBI, IRDAI, TRAI), CCI combination filing, security clearance and condition compliance for foreign investments requiring prior approval in India.
Government route approvals
- DPIIT (Department for Promotion of Industry and Internal Trade) approval for sectors requiring government route.
- Ministry of Home Affairs security clearance for investments from countries sharing land border with India.
- Sector specific ministry approval: Ministry of Defence, Ministry of Information and Broadcasting, Ministry of Telecommunications.
- FDI Facilitation Portal filing and tracking through the approval process.
CCI combination (merger control) filing
- Mandatory pre closing notification for combinations exceeding asset or turnover thresholds.
- Form I (short form) versus Form II (long form) assessment and filing strategy.
- Phase I prima facie opinion within 30 calendar days and an overall review limit of 150 days from filing, excluding time the regulations allow to be excluded (Competition (Amendment) Act 2023, in force from 10 September 2024).
- Green channel filing for combinations with no horizontal or vertical overlaps in India.
Sectoral regulator clearances
- RBI approval for acquisition of shares in Indian banks and NBFCs.
- SEBI approval for acquisition of shares in listed entities (takeover code compliance).
- IRDAI approval for foreign investment in insurance companies.
- TRAI recommendations for foreign investment in telecom companies.
How AMLEGALS assists
- Regulatory pathway mapping for proposed foreign investment structures.
- Government route application drafting and DPIIT liaison.
- CCI combination notification filing and remedy negotiation.
- Sectoral regulator application and approval condition compliance.
What clients ask before they commit.
Short, direct, on the record.
01Which foreign investments require government approval in India?
Government approval is required for investments in sectors not on the automatic route (e.g. multi brand retail, print media, broadcasting, mining, defence beyond 74%), investments from countries sharing land border with India (Press Note 3 of 2020), and investments that would result in change of ownership of an Indian entity with existing FDI from a border country investor.
02What are the CCI filing thresholds for foreign acquisitions in India?
Under the thresholds revised on 7 March 2024, notification is required where the parties have, in India, assets above INR 2,500 crore or turnover above INR 7,500 crore (group: INR 10,000 crore or INR 30,000 crore), or worldwide assets above USD 1.25 billion or turnover above USD 3.75 billion with at least INR 1,250 crore of assets or INR 3,750 crore of turnover in India (group: USD 5 billion or USD 15 billion with the same India nexus). Since 10 September 2024, a transaction with deal value above INR 2,000 crore also needs notification where the target has substantial business operations in India. The de minimis target exemption (India assets up to INR 450 crore or turnover up to INR 1,250 crore) may apply.
03How long does the government approval process take for FDI?
DPIIT aims to process applications within 8 to 10 weeks from receipt of complete application. However, applications requiring security clearance from the Ministry of Home Affairs (particularly for border country investors) can take 3 to 6 months or longer. Incomplete applications are returned for resubmission, restarting the timeline.
04Is CCI approval required before closing a foreign acquisition in India?
Yes. If the combination exceeds the notification thresholds, the transaction cannot be consummated before CCI approval (standstill obligation). Gun jumping (closing before approval) can attract penalties up to 1% of the higher of the total turnover, total assets or deal value of the combination.
Related resources
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