The hardest part of an NBFC-P2P application is rarely the online form. RBI needs to see a platform model that fits the intermediary role in its directions and can operate without misleading lenders or mishandling funds.
The founding team must settle capital, governance, participant limits, bank accounts, disclosures and operational ownership before presenting a polished app as an answer.
Quick Answer
An Indian company proposing to operate a peer-to-peer lending platform must assess RBI’s NBFC-P2P registration framework before conducting the activity. The current Master Direction specifies a minimum net owned fund of ₹2 crore and detailed intermediary, escrow, exposure and disclosure conditions. The application should explain the actual operating model; no adviser can promise registration.
1. Eligibility and net owned fund
RBI’s NBFC-P2P direction is written for a company. Its minimum net owned fund is ₹2 crore, a regulatory capital measure rather than authorised share capital typed into formation documents or an investor’s unsigned commitment. Confirm the current definition and evidence before filing.
Capital planning should include application timing and the continuing cost of a regulated operation. Founders should examine ownership, fit-and-proper questions and governance before putting money into an entity whose activity classification remains open.
- Reconcile paid-up funds with the RBI definition.
- Document promoters, directors and beneficial owners.
- Model operating and control costs.
2. The permitted intermediary role
An NBFC-P2P facilitates lending between participants; it does not deploy its own balance sheet as a lender. Structures that hide credit guarantees, use a new lender to repay an old lender or present loans as deposits are incompatible with the intermediary story. Credit loss must be disclosed honestly.
Fees, matching policy and disclosures deserve written design decisions. RBI’s August 2024 clarification reinforced objective fee disclosure and restrictions on lender-fund use. A return figure shown without a matching risk explanation is both a regulatory and customer problem.
- Map participant eligibility and exposure caps.
- Explain matching without return assurance.
- Retain evidence of separately agreed loans.
3. Escrow and money movement
RBI requires controlled escrow arrangements for lender-to-borrower and borrower-to-lender flows. The platform should not mix participant amounts with fee receipts or use them to offer liquidity. The 2024 clarification addressed time in escrow, including the T+1 position.
Bank selection and reconciliation belong in the legal design. Test failed disbursements, partial repayments, refunds and complaints before launch. The team must explain what happens to a rupee at every stage, not merely submit a diagram.
- Confirm the escrow proposal with the bank.
- Reconcile collections and transfers daily.
- Design exception handling for reversals.
4. Application and continuing duties
A coherent application joins the business plan, governance, technology design and risk controls. Proposed agreements and screens should match the role described to RBI. Where the company is foreign-owned, the entry route and investment reporting need a parallel FEMA assessment.
Registration is the start of supervision. Plan participant due diligence, credit-information submission, grievances, cyber controls, audit trails and public disclosures. New product features can change the assumptions on which registration was granted.
- Keep current RBI circular versions in the file.
- Name owners for reports and complaints.
- Review each product change before release.
How to record the decision
A short decision note should explain why the chosen route fits the facts, which authority controls the point, what was checked and which assumptions remain open. For NBFC-P2P registration, the note should also identify the responsible person, the next filing or approval event and the evidence that supports each conclusion.
Keep the note with board materials, agreements, portal acknowledgements and professional advice. This simple record helps founders answer investor, lender and regulator questions without reconstructing the reasoning months later. Update it whenever the business model, ownership, money flow, instrument terms or scheme status changes.
Documents to keep in one working file
The exact set depends on the transaction, but the working file should make the facts easy to test. Start with these records and add authority-specific forms or declarations where required:
- Classify the proposed activity against RBI directions.
- Confirm company eligibility and net owned fund.
- Prepare product, fund-flow and control documents.
- Review ownership and any foreign investment.
- Submit the current RBI application accurately.
Use dated versions and keep a clear approval trail. A missing email, valuation input or portal receipt can become a material due-diligence issue even when the commercial decision itself was sound.
Decision table
Use the facts of the proposed transaction to test each row before choosing a route.
| Readiness area | Evidence |
|---|---|
| Capital | Net-owned-fund calculation and records |
| Model | Participant journey, fees and risk disclosures |
| Money | Escrow agreements and reconciliations |
| Governance | Policies, owners, audit and complaints |
Practical checklist
Work through these steps using dated documents, not assumptions made in a pitch deck.
- Classify the proposed activity against RBI directions.
- Confirm company eligibility and net owned fund.
- Prepare product, fund-flow and control documents.
- Review ownership and any foreign investment.
- Submit the current RBI application accurately.
- Do not commence regulated activity before registration.
Mistakes that create avoidable delay
The following shortcuts frequently create avoidable legal or filing work later.
- Counting a term sheet as net owned fund.
- Marketing guaranteed returns from an intermediary platform.
- Leaving escrow and complaints until after launch.
When professional review is useful
A readiness review should test operations against the direction, identify missing capital or bank evidence and reconcile the application with actual screens and contracts. It should produce a gap list with named owners.
For a fact-specific review, share the proposed activity, ownership, funding instrument and present stage with Sunny G And Co. at contact@cssunnygupta.com. The scope and professional fee should be agreed only after the facts and required filings are clear.
Related service paths
If the issue involves actual filings or structuring, these service pages describe the relevant scope of work. They do not change the eligibility and approval tests explained above; the right route still depends on the company’s documents and intended activity.
Official sources and last review
This article was last reviewed on 15 September 2026. Rules, portal status and filing practices can change, so check the current authority before acting.
