Equity governance for regulated fintech & NBFCs
Where equity decisions meet RBI oversight - capital structuring that has to satisfy investors and regulators at once.
Every equity decision is also a regulatory one.
Fintech and financial services companies carry a second layer most sectors don't: RBI, SEBI or IRDAI oversight sits on top of ordinary company law. A cap table change, a foreign investment, or an equity incentive grant can each trigger a regulatory filing most founders don't see coming.
EGF is built to carry both threads - corporate governance and sectoral compliance - in the same record, so a regulator's question is never a scramble.
registration needs RBI approval before certain lending or investment activities can begin
sectoral caps and approval routes vary sharply across insurance, banking and payments
shareholder and director background checks are mandatory above certain ownership thresholds
reporting obligations run alongside, not instead of, normal RoC filings
Non-banking lenders needing RBI registration before disbursing credit at scale.
RBI-authorized entities processing merchant payments, with strict net-worth and audit requirements.
Insurance distribution and servicing platforms, regulated by IRDAI alongside standard company law.
SEBI-registered advisory or broking platforms with fiduciary compliance obligations.
Digital lending businesses, whether NBFC-owned or partnered, facing FDI and co-lending rules.
Digital-first banking platforms operating via licensed banking partners rather than their own licence.
Licensed intermediaries placing insurance on behalf of clients, regulated separately from insurers themselves.
Corporate governance that holds up to a regulator, too.
Start, Grow or Scale - the framework covers this industry at every stage.
Two regulators, one timeline.
SPICe+ filing, MOA/AOA, PAN/TAN - the same base every company needs.
NBFC registration, payment aggregator authorization, or insurance intermediary licensing as applicable.
FC-GPR filings for any foreign capital, cleared against sector-specific FDI caps.
Annual RoC filings run alongside RBI/SEBI periodic returns and disclosures.
Where fintechs actually get stuck.
A funding round pushes foreign ownership past a sectoral cap nobody modeled in advance.
A new significant shareholder or director triggers a regulator review no one anticipated.
RoC and sectoral regulator deadlines tracked separately, until something slips through.
Equity awarded to key managerial personnel without checking sector-specific restrictions.
Fintech & financial services founders ask us this.
It depends on the activity. Most fintechs can accept FDI under the automatic route, but NBFC, payment aggregator and certain insurance-adjacent models have sector-specific caps and approval routes. We check this before term sheet negotiation, not after.
It's a regulator's assessment of a shareholder's or director's integrity and financial soundness, typically triggered above a defined ownership or control threshold in RBI/SEBI-regulated entities. We flag this before a cap table change crosses that line.
Generally yes, under SEBI SBEB regulations, but grants to key managerial personnel may need board or regulatory sign-off depending on your licence category. We scope this as part of equity incentive design, not as an afterthought.
RBI processing commonly runs 3–6 months from a complete application, depending on capital structure and promoter background checks. We build this into your incorporation timeline from day one.
Beyond the standard cap table and agreement review, we cross-check shareholding against sectoral FDI caps and prior regulatory filings - the gap most commonly missed in fintech due diligence.
Building a regulated financial services company? Get your governance record right.
One conversation is enough to scope the engagement.
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