The Ministry of Corporate Affairs (MCA), in consultation with the Reserve Bank of India (RBI) and SEBI, has notified a comprehensive set of new rules governing cross-border mergers involving public limited companies. The updated framework, effective from October 1, 2025, falls under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and is designed to facilitate smoother international mergers and acquisitions while ensuring strong regulatory oversight. The rules cover both inbound mergers (foreign companies merging into Indian companies) and outbound mergers (Indian companies merging into foreign entities), bringing clarity to long-pending procedural ambiguities.

Key provisions include mandatory approval from the National Company Law Tribunal (NCLT) and prior clearance from the RBI, particularly in mergers involving countries that do not share trade reciprocity with India. The rules also introduce valuation norms aligned with internationally accepted accounting standards, requiring fair market valuation reports from registered valuers in both jurisdictions. In addition, public limited companies must disclose comprehensive details of the merger scheme, share swap ratios, and board justifications in explanatory statements circulated to shareholders, and must ensure minimum public shareholding thresholds post-merger to remain listed in India.

Importantly, the revised rules stipulate that all such cross-border transactions must comply with India’s foreign exchange laws, sectoral FDI caps, and anti-money laundering standards. To promote transparency, companies are required to file a Post-Merger Compliance Certificate with the MCA and stock exchanges within 60 days of the effective merger date. Analysts view these rules as a major step forward in aligning Indian corporate law with global M&A practices, and they are expected to boost strategic international partnerships, enhance market access, and strengthen capital inflows into Indian public companies.