Source: Reserve Bank of India · RBI/2005-06/149 · issued 30 Aug 2005 · ~1 min read
Quick answerRBI clarifies that AD banks can now process share/convertible debenture transfers from resident to non-resident for activities now under automatic route (excluding financial services) and non-resident to company buy-backs/capital reduction, under existing conditions.
The rule, in the simplest words
Banks can now let a person in India sell shares (pieces of a company) to a person outside India if the company's business is now allowed without special permission, as long as it's not a bank, NBFC (company that gives loans), or insurance company.
Banks can also let a person outside India give back their shares to the Indian company when the company buys them back or reduces its shares, without needing extra approval from RBI (India's central bank).
All the old rules from the 2004 circular still apply, so banks must check those conditions carefully.
This new power does not cover companies that do financial services like banks, NBFCs, or insurance.
How it plays out — a real example
A branch operations officer in Indore receives a request from a resident Indian to sell shares of a local manufacturing company to a non-resident friend. The officer checks that the company's business is now under the automatic route (no special permission needed) and is not a financial service firm. She processes the transfer using the bank's existing powers, saving the customer weeks of waiting for RBI approval.
What changed
RBI clarified that the general permission delegated to AD banks via Circular No. 16 (Oct 4, 2004) also covers two additional transaction types: transfers of shares/convertible debentures of Indian companies engaged in activities that previously required FIPB/SIA approval but now fall under the automatic route (excluding financial services), and transfers of shares by a non-resident to an Indian company under buy-back or capital reduction schemes.
What it means for you
Banks can now process these previously ambiguous FDI-related transfers without seeking separate RBI approval, reducing processing time for clients. However, all conditions from the earlier circular still apply, and financial sector entities (banks, NBFCs, insurance) remain excluded from this delegation.
What you must do
Update internal checklists to include these two new transaction types under existing delegated powers.
Ensure compliance with all conditions from Circular No. 16 (Oct 4, 2004) when processing these transfers.
Verify that the Indian company is not engaged in financial services (banks, NBFCs, insurance) for automatic route transfers.
Inform customers and constituents about this clarification to streamline their FDI-related transactions.
Who it affects
Authorised Dealer banks handling FDI transactions, Indian companies receiving FDI via share/convertible debenture transfers, Non-resident investors transferring shares under buy-back or capital reduction
❓ Common questions
Does this circular allow AD banks to process transfers for financial sector companies?
No, the clarification explicitly excludes companies engaged in financial services (banks, NBFCs, insurance) from the automatic route transfer delegation.
Are there any additional reporting requirements for these new transaction types?
The circular states that the same requirements stipulated in the annex to Circular No. 16 (Oct 4, 2004) apply, so banks must follow those existing reporting norms.
📜 Read the original circular — full text as issued by RBI
RBI/2005-06/149
A. P. (DIR Series) Circular No. 10
August 30, 2005
To,
All Banks Authorised to Deal in Foreign Exchange
Madam/Sir,
Foreign Direct Investment in India Transfer
of Shares/Convertible Debentures by way of Sale - Clarification
Attention of the Authorised Dealer (AD) banks
is invited to A.
P. (DIR Series) Circular No.16 dated October 04, 2004 , wherein Authorised
Dealer banks have been delegated powers to deal with transfer of shares/convertible
debentures from resident to non-resident and vice-versa, subject to the conditions
stipulated therein.
2. We have been receiving queries from banks
on whether the general permission also includes transfer of shares/convertible
debentures which earlier required FIPB/SIA approval but now falls under Automatic
route and transfer of shares through buy-back or capital reduction. It is, therefore,
clarified that the transactions detailed below are also covered under the powers
delegated to AD banks vide A.
P. (DIR Series) Circular No.16 dated October 04, 2004 subject to the terms
and conditions stipulated therein:
(a) Transfer of shares/convertible debentures
of an Indian company, engaged in an activity earlier covered under FIPB/SIA
route but now falling under Automatic Route of RBI, but not engaged in any activity
in the financial service sector (i.e. Banks, NBFCs and Insurance), by a resident
to a non-resident.
(b) Transfer of shares by a non-resident to
an Indian company under buy-back and/or capital reduction scheme of the company.
The requirements stipulated in the Annex to
the aforementioned circular will also be applicable in these cases.
3. Authorised Dealers may bring the contents
of this circular to the notice of their constituents and customers concerned.
4. The directions contained in this circular
has been issued under Sections 10(4) and 11(1) of the Foreign Exchange Management
Act, 1999 (42 of 1999) and is without prejudice to permissions/approvals, if
any, required under any other law.
Yours faithfully,
(Vinay Baijal)
Chief General Manager
Reproduced for reference with acknowledgment — Source: Reserve Bank of India · RBI/2005-06/149 · issued 30 Aug 2005. The plain-English explanation above is BankPulse’s own independent summary.
Example: if you are a Compliance officer at a bank this circular applies to (Authorised Dealer banks handling FDI transactions, Indian companies receiving FDI via share/convertible debenture transfers, Non-resident investors transferring shares under buy-back or capital reduction), your first concrete step on “FDI Share Transfer: AD Banks Get More Powers” is: “Update internal checklists to include these two new transaction types under existing delegated powers.” (RBI issued this 30 Aug 2005).
Circular: RBI/2005-06/149 -- FDI Share Transfer: AD Banks Get More Powers
Issued: 30 Aug 2005
Action required: Update internal checklists to include these two new transaction types under existing delegated powers.
Action required: Ensure compliance with all conditions from Circular No. 16 (Oct 4, 2004) when processing these transfers.
Action required: Verify that the Indian company is not engaged in financial services (banks, NBFCs, insurance) for automatic route transfers.
Action required: Inform customers and constituents about this clarification to streamline their FDI-related transactions.
Owner: ____________ Target date: ____________
Board/committee approval needed? Y / N
Evidence filed in compliance register on: ____________
Built only from this circular’s own published fields — not legal advice; always confirm against the official RBI source.
💬 Banker Discussion
Discuss this circular with fellow bankers — reply, upvote what helps, report what doesn’t belong. Be professional; no client data. Views are the commenter’s own, not BankPulse’s.
BankPulse Compliance Evidence Pack — generated 05 Aug 2026 · status cross-checked against RBI’s official withdrawal register (refreshed weekly). Official RBI source: https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=2480&Mode=0 — Plain-English summary by BankPulse (bankpulse.ai), reviewed by our expert reviewer, CA Amit Jain. Independent platform, not affiliated with the Reserve Bank of India; is our own plain-English paraphrase, not RBI’s original wording.
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