On 5 June 2026, the RBI relaxed how much of an Indian listed company an overseas individual can own. The single-investor cap for an NRI or OCI cardholder has been doubled from 5% to 10% of a company''s paid-up capital, and the combined cap for all such investors has been raised from 10% to 24% — without needing separate registration as a Foreign Portfolio Investor (FPI). The relaxed route has also been extended to individual Persons Resident Outside India (PROIs), including foreign nationals. Here is what it means in practice.
What exactly changed
| Limit | Before | From 5 June 2026 |
|---|---|---|
| Individual NRI/OCI in one listed company | 5% of paid-up capital | 10% |
| Aggregate (all NRIs/OCIs together) | 10% (extendable to 24% by a company resolution) | 24% |
| Who is covered | NRIs and OCI cardholders | + individual PROIs, incl. foreign nationals |
| Registration route | Larger holdings typically via the FPI framework | Direct, within these limits, without separate SEBI/FPI registration |
Why RBI did this
The move is aimed at drawing more overseas individual capital directly into Indian listed equities, deepening market liquidity and simplifying the route. By letting an NRI, OCI or foreign individual hold a larger direct stake without the cost and compliance of registering as an FPI, the RBI lowers the friction for diaspora and foreign retail money to participate in Indian markets — part of a broader 2026-27 liberalisation of the overseas-investment framework.
Who benefits
Three groups gain the most:
- NRIs and OCIs who want a larger concentrated position in a specific Indian company without tripping the old 5% ceiling.
- Founders'' overseas family members and HNIs who hold meaningful stakes in promoter or mid-cap companies.
- Foreign individuals (PROIs) who previously had to go through the FPI route to buy Indian listed shares directly.
How NRIs actually buy Indian listed shares
The ceiling change does not alter the mechanics of investing. NRIs buy Indian listed shares through the Portfolio Investment Scheme (PIS) — on a repatriation basis via an NRE account, or a non-repatriation basis via an NRO account — using an NRI demat and trading account. For the full route, accounts and which platforms support NRIs, see our guide to NRI investment in India and compare demat accounts. What changed on 5 June is purely the ceiling on how much one overseas investor — and all of them together — can hold.
Important caveats
- Sectoral and company-specific caps still apply. FDI sector limits and individual companies'' foreign-ownership ceilings sit on top of these individual/aggregate limits.
- Tax is unchanged. Capital-gains rules, TDS for non-residents and DTAA relief are not affected — see our NRI taxation guide.
- Confirm against the final notification. Operational details follow the formal RBI circular / FEMA (Non-debt Instruments) amendment — verify with your bank or broker before acting on a specific holding.
Frequently Asked Questions
How much of an Indian company can an NRI now own?
From 5 June 2026, a single NRI or OCI can hold up to 10% of a listed Indian company''s paid-up capital (doubled from 5%), and all NRIs/OCIs together can hold up to 24% in aggregate (up from 10%), without separate FPI registration.
Do NRIs or OCIs still need SEBI / FPI registration?
Within these revised limits, no separate SEBI/FPI registration is needed for the direct individual route. Holdings or activity beyond the prescribed limits, or institutional participation, continue to follow the FPI framework.
Does this change apply to foreign nationals?
Yes. The relaxed route has been extended to individual Persons Resident Outside India (PROIs), which includes foreign nationals — not only NRIs and OCI cardholders.
How does an NRI buy Indian listed shares?
Through the Portfolio Investment Scheme (PIS) using an NRI demat + trading account — repatriable via an NRE account or non-repatriable via an NRO account. The new rule raises the ownership ceiling but does not change this process.
Does this change how NRI stock gains are taxed?
No. Capital-gains taxation, TDS for non-residents and DTAA relief are unchanged by this limit revision. Review your tax position separately using our NRI taxation guide.
Sources: RBI announcement of 5 June 2026 revising overseas-individual investment limits in listed Indian companies; FEMA (Non-debt Instruments) framework. Final operational details follow the formal RBI circular / gazette notification — confirm with your bank or broker before acting. This is educational information, not investment advice. Current as of 2026.