Core Investment Company (CIC) Registration
A Core Investment Company (CIC) is a specialized category of Non-Banking Financial Company (NBFC) that primarily holds investments in equity, preference shares, bonds, debentures, or loans of its group companies. CICs are the classic “holding company” structure for large Indian business groups, investors, and family offices that want to cleanly house group investments in one regulated entity.
Based on asset size and access to public funds, CICs are divided into two broad categories — CICs that are exempt from RBI registration, and CIC-ND-SI (Systemically Important) which require mandatory registration with the Reserve Bank of India. CIC-ND-SIs are governed by dedicated RBI Master Directions and are subject to capital, leverage, governance, and reporting norms aligned with the Scale-Based Regulatory (SBR) Framework.
We offer end-to-end advisory for Core Investment Companies — from structuring and applicability assessment, CIC-ND-SI registration with RBI, compliance with the Principal Business, 90%, 60% and leverage tests, to ongoing annual compliance, group restructuring, and advisory on RBI Master Directions.
The Defining CIC Tests
Group Investment Test
At least 90% of net assets must be invested in equity shares, preference shares, bonds, debentures, and loans to group companies.
Equity in Group Test
At least 60% of net assets must be invested in equity shares, including compulsorily convertible instruments of group companies.
Asset Size Threshold
CICs with total assets of ₹100 crore or more and access to public funds are classified as CIC-ND-SI, needing RBI registration.
Outside Leverage Test
Outside liabilities of a CIC-ND-SI must not exceed 2.5 times its Adjusted Net Worth, as per RBI norms.
Non-Group Assets Cap
Assets outside group investments and permissible activities are capped at 10% of net assets under RBI directions.
Access to Public Funds
Accepting or holding public funds (directly or indirectly) is a critical trigger for CIC-ND-SI classification.
Types of CICs
CIC-ND-SI
Systemically Important Core Investment Company with asset size of ₹100 crore or more and access to public funds, registered with RBI.
- Mandatory RBI registration
- CIC Master Directions apply
- 2.5x outside leverage cap
- Periodic returns to RBI
- Corporate governance under SBR
- Suitable for large group holdcos
Non-SI / Unregistered CIC
CICs below the ₹100 crore threshold or without access to public funds are exempt from RBI registration, but must still meet the 90% / 60% CIC tests.
- No RBI registration required
- Must still satisfy CIC tests
- Simpler governance structure
- Typical for smaller group holdcos
- Transition to CIC-ND-SI on scale-up
- Continued MCA & tax compliance
Our CIC Advisory & Registration Services
Applicability Assessment
Evaluate if your group company qualifies as a CIC and whether CIC-ND-SI registration is required.
Structuring Advisory
Group holdco structuring, cash flow planning, and compliance with 90% / 60% / leverage tests.
Company Incorporation
Incorporation of a company with CIC-compliant objects or re-objecting of an existing NBFC / holdco.
CIC-ND-SI Registration
End-to-end support for CIC-ND-SI registration with RBI, application preparation, and filings.
Policies & Frameworks
Investment policy, risk, corporate governance, IT/IS, KYC/AML, and related-party frameworks.
Ongoing Compliance
RBI returns, MCA filings, statutory audit, transfer pricing, and policy refresh aligned to SBR.
Group Restructuring
Advisory on mergers, demergers, and reorganization of group investments through the CIC route.
Conversion & Exit
Conversion of NBFCs into CICs, exit from CIC status, or surrender of CoR with RBI approval.
Key Eligibility Requirements
Registered Company
Must be a company incorporated under the Companies Act, 2013 with CIC-compliant objects.
90% Group Investments
At least 90% of net assets must be invested in group companies in permitted forms.
60% Group Equity
At least 60% of net assets must be in equity of group companies (including CCDs / CCPS).
Passive Investment Focus
CIC must not trade in shares / securities except for block sale, or lend outside the group.
Leverage Compliance
Outside liabilities should not exceed 2.5 times the Adjusted Net Worth.
Fit & Proper Criteria
Promoters and directors must satisfy RBI’s Fit and Proper Criteria where applicable.
Documents Required
Company & Corporate
- Certificate of Incorporation
- MOA & AOA with CIC objects
- Board resolution for CIC registration
- Shareholding pattern
- Group structure chart
- Audited financials
- Adjusted Net Worth computation
Investments & Liabilities
- List of group companies & investments
- Equity, preference, bonds, debenture details
- Group loan book (if any)
- Outside liabilities schedule
- Net assets & asset classification
- Public funds exposure confirmation
Directors & Policies
- KYC of promoters & directors
- Fit & Proper declarations
- Investment policy
- Risk & governance framework
- KYC / AML / related-party policies
- IT / IS security policy
CIC Registration Process
Applicability
Confirm CIC vs CIC-ND-SI classification based on asset size, leverage, and public funds test.
Structuring
Design holdco structure, investment pattern, and leverage plan to meet CIC tests.
Policies & Data
Prepare policies, investment schedules, Adjusted Net Worth workings, and group chart.
RBI Filing
File CIC-ND-SI application with RBI along with supporting documents and declarations.
CoR & Go-Live
Respond to RBI queries and receive Certificate of Registration; onboard into compliance calendar.
Why Structure as a Core Investment Company
Ongoing Compliance for CIC-ND-SIs
CIC Tests
Continuous compliance with 90%, 60%, and leverage tests as per RBI directions.
Adjusted Net Worth
Maintenance & periodic computation of Adjusted Net Worth for leverage monitoring.
RBI Returns
CIC-specific returns, ALM where applicable, and event-based disclosures to RBI.
Corporate Governance
Board composition, committees, and governance aligned with SBR and CIC directions.
Statutory Audit
Annual statutory audit with CIC-specific disclosures and notes to accounts.
MCA Filings
AOC-4, MGT-7, DIR-3 KYC, and other filings under the Companies Act, 2013.
Transfer Pricing & Tax
Income tax, TDS, transfer pricing for specified domestic & international transactions.
FEMA & FDI
FC-GPR, FC-TRS, and annual FLA returns where foreign investment is involved.
FAQs on Core Investment Company
Design a Robust, RBI-Ready Group Holdco
Partner with our experts for end-to-end CIC structuring, CIC-ND-SI registration, and ongoing compliance — so your group holdco is clean, compliant, and future-ready.
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