Escrow Accounts for Non-Resident Acquirers: RBI Eases Rules
Current · Source: Reserve Bank of India · RBI/2006-2007/413 · issued 24 May 2007 · ~1 min read
Quick answerRBI now allows AD Category-I banks to open escrow and special accounts for non-resident corporates involved in open offers, delisting, or exit offers without prior RBI approval, subject to SEBI and FEMA conditions.
The rule, in the simplest words
AD Category-I banks can now open escrow and special accounts for non-resident corporates without prior RBI approval
These accounts must be non-interest bearing and comply with SEBI [Securities and Exchange Board of India] regulations
No fund or non-fund facilities are allowed against these account balances, and balances can only be repatriated after the deal is completed
Banks must ensure strict compliance with SEBI SAST [Substantial Acquisition of Shares and Takeovers] regulations and KYC [Know Your Customer] norms
How it plays out — a real example
["A forex & trade-finance officer is not relevant here, instead consider Rohan, a relationship manager at an AD Category-I bank in Mumbai, who helps a non-resident corporate client open an escrow account for an open offer without needing prior RBI approval, thus simplifying the client's acquisition process. Rohan ensures the account is non-interest bearing and complies with all SEBI regulations. He also verifies the client's KYC documents to prevent any potential risks."]
What changed
Previously, opening escrow or special accounts for non-resident acquirers required prior RBI approval. Now, AD Category-I banks can open these accounts directly, without RBI nod, for share acquisitions via open offers, delisting, or exit offers under SEBI regulations.
What it means for you
This gives banks more operational flexibility to service non-resident clients in M&A transactions. Banks must ensure strict compliance with SEBI SAST regulations, KYC norms, and the attached terms—accounts must be non-interest bearing, no fund/non-fund facilities allowed, and balances repatriable only after deal completion.
What you must do
Update internal policies to allow AD Category-I banks to open escrow/special accounts for non-resident corporates without prior RBI approval.
Ensure all such accounts are non-interest bearing and comply with SEBI SAST or applicable regulations.
Verify KYC compliance and that no fund/non-fund facilities are extended against account balances.
Monitor repatriation of residual balances only after all acquisition formalities are completed, with exchange risk borne by the overseas acquirer.
Who it affects
AD Category-I banks, Non-resident corporate acquirers, Indian companies undergoing open offers, delisting, or exit offers
❓ Common questions
Can we open these accounts for any non-resident corporate?
Yes, for non-resident corporates involved in open offers, delisting, or exit offers under SEBI regulations, subject to the terms in the circular.
Are these accounts interest-bearing?
No, both escrow and special accounts must be non-interest bearing as per the RBI terms.
What happens to the balance if the deal fails?
The AD bank must ensure repatriation of the balance only after all formalities are completed; if the deal does not materialize, the balance should be handled per RBI guidelines.
📜 Read the original circular — full text as issued by RBI
RBI/2006-2007/413
A. P. (DIR Series) Circular No. 62
May 24, 2007
To,
All Category - I Authorised Dealer banks
Madam / Sir,
Opening of Escrow / Special Accounts by Non-Resident Corporates
for open offers / delisting / exit offers
Attention of Authorised Dealer Category – I (AD Category – I) banks is invited to Regulation 10 A (b) of Notification No. FEMA 20/2000-RB dated 3rd May, 2000 [Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000] read with Regulation 3 of Notification No. FEMA 5/2000-RB dated 3rd May 2000 , as amended from time to time. In terms of these Regulations, opening of Escrow account and Special account for transfer of shares / convertible debentures of an Indian company through open offer / delisting / exit offer in accordance with the provisions of SEBI [Substantial Acquisition of Shares and Takeovers (SAST)] Regulations, 1997 or any other applicable SEBI Regulations requires prior approval of the Reserve Bank.
2. As announced in the Annual Policy Statement for the year 2007-08 (para 146 (ii) (i)), with a view to provide operational flexibility to non-resident acquirers, it has been decided to permit AD Category – I banks to open Escrow account and Special account in such cases. Accordingly, AD Category – I banks are permitted to open Escrow account and Special account on behalf of non-resident corporates, without prior approval of the Reserve Bank, for acquisition / transfer of shares / convertible debentures through open offers / delisting / exit offers, subject to the relevant SEBI (SAST) Regulations or any other applicable SEBI Regulations / provisions of the Companies Act, 1956 and to the terms and conditions specified in the Annex .
3. Necessary amendments to Notification No. FEMA 5/2000-RB dated 3rd May 2000 [Foreign Exchange Management (Deposit) Regulations, 2000] are being notified separately.
4. AD Category - I banks may bring the contents of the circular to the notice of their constituents and customers concerned.
5. The directions contained in this circular have 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,
(Salim Gangadharan)
Chief General Manager
Annex
[Annex to A. P. (DIR Series) Circular No. 62 dated May 24, 2007]
Terms and conditions for opening of Escrow Account and Special Account by
non-resident corporates for open offers / delisting / exit offers
1. Acquisition / Transfer of shares shall be strictly in accordance with the provisions of Notification No. FEMA 20/2000-RB dated 3rd May, 2000 as amended from time to time and SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any other SEBI Regulations as applicable.
2. The accounts shall be non-interest bearing.
3. Escrow Account may be opened in Indian Rupees, jointly and severally for the purpose, with the following permitted credits and debits:
Permitted credits : Foreign Inward Remittance through normal banking channels.
Permitted debits : as per SEBI (SAST) Regulations or any other SEBI Regulations, as applicable.
4. Special Account may be opened in Rupees, jointly and severally for the purpose, with the credit and debits as per SEBI (SAST) Regulations or any other SEBI Regulations, as applicable.
5. The resident mandatee empowered by the overseas acquirer for this purpose, may operate the Escrow Account in accordance with SEBI Regulations, and with the specific approval of the AD Category – I bank with whom the account is opened.
6. No fund based / non-fund based facilities shall be permitted against the balance in the accounts.
7. Requirement of compliance with KYC guidelines issued by RBI shall rest with the AD Category – I bank.
8. Balance in the Escrow Account, if any, may be repatriated at the then prevailing exchange rate (i.e. the exchange rate risk will be borne by the overseas company acquiring the shares), after all the formalities in respect of the said acquisition are completed .
9. In the event, the proposal under the said acquisition/transfer does not materialise, the AD Category – I bank may allow repatriation of the entire amount lying to the credit of the Escrow Account on being satisfied with the bonafides of such remittances.
10. The accounts shall be closed immediately after completing the requirements as outlined above.
Reproduced for reference with acknowledgment — Source: Reserve Bank of India · RBI/2006-2007/413 · issued 24 May 2007. 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 (AD Category-I banks, Non-resident corporate acquirers, Indian companies undergoing open offers, delisting, or exit offers), your first concrete step on “Escrow Accounts for Non-Resident Acquirers: RBI Eases Rules” is: “Update internal policies to allow AD Category-I banks to open escrow/special accounts for non-resident corporates without prior RBI approval.” (RBI issued this 24 May 2007).
Action required: Update internal policies to allow AD Category-I banks to open escrow/special accounts for non-resident corporates without prior RBI approval.
Action required: Ensure all such accounts are non-interest bearing and comply with SEBI SAST or applicable regulations.
Action required: Verify KYC compliance and that no fund/non-fund facilities are extended against account balances.
Action required: Monitor repatriation of residual balances only after all acquisition formalities are completed, with exchange risk borne by the overseas acquirer.
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=3549&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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