INTRODUCTION:
India’s economic growth, business expansion and innovation has been improved significantly with the help of Foreign Direct Investment(FDI). To protect the nation’s security and also needs to improve the investments for the start-ups the Government of India regulates the foreign investments through Foreign Exchange Management Act,1999 (FEMA). In press note 3 of 2020 which introduced additional scrutiny for investments which is coming from the countries which were sharing their land borders with India. In 2026 Amendment Government were permitting certain investments through the automatic route which does not require prior government approval and also explained the term “Beneficial Ownership” properly in this amendment.
BENIFICIAL OWNERSHIP:
Before 2026 there was no clear explanation given for the term Beneficial Ownership. It means the real person who ultimately owns, controls, or enjoys the benefits of an investment, even if the investment is made through another company, trust, fund, or intermediary. This concept stops individuals from bypassing the restrictions imposed on them under regulations by making their investment through a third country company.
PRESS NOTE 3:
In April 2020, Government of India introduced this Press note 3 to protect the Indian companies from takeovers and acquisitions during COVID-19 pandemic. Under this framework, any investment that made by the countries which are were sharing the land borders with India is mandatory to get Government approval before making any investment. Many countries like China, Pakistan, Myanmar, Nepal, Bhutan, Bangladesh and Afghanistan were getting affected by this.
2026 AMENDMENT:
The 2026 amendment gave a major relaxation to the countries which sharing the land borders with India by having the Beneficial Ownership less than 10% are exempted from obtaining the government approval they can enter by the automatic route without any kind of government approval. This amendment came into force to improve the investments inflows in India.
THE FAST-TRACK CORRIDOR:
Also under this amendment Government clarified that the “security” and “speed” were not mutually exclusive. This introduced the fast-track clearance process of the application for specified high-priority sectors of manufacturing industries. Like,
- Semiconductor Packaging
- Lithium-ion Cell Manufacturing
- Advanced Chemistry cells
- Active Pharmaceutical Ingredients
- High-End telecommunications Equipment.
For these sectors Department for Promotion of Industry and Internal Trade (DPIIT) should either approve or reject the proposal within a period of 60 days which is mandatory.
CONNECTION WITH PMLA RULES:
The 2026 amendment provides the connection of Beneficial Ownership with the Prevention of Money Laundering (Maintenance of Records) Rules,2005. This connection helps investors and regulators to identify the ultimate ownership and control. This connectivity reduces ambiguity and assists businesses in fundraising and investment transactions.
COMPLIANCE RULES:
Under this 2026 amendment companies also have some duties that need to be performed before accepting any foreign investments:
- Identifying the ultimate ownership structure of the investor.
- Identify all beneficial owners
- Check whether any beneficial owner is from land-border country.
- Evaluate that any control rights are being granted and the percentage of beneficial ownership.
- Obtain Government approval wherever it needed.
- Failure to asses properly may result in FEMA compliance issues and regulatory scrutiny.
CONCLUSION:
Under Press note 3 of 2026 amendment clarify the ownership thresholds and made beneficial ownership as the main concept for foreign investment regime in India. Investors, start-ups and businesses should carefully analyse the ownership structure and control rights before entering into the cross-border investment transaction. This amendment is now essential for ensure FEMA compliance and helps to navigate India’s Foreign Direct Investment.