What gets reported
FDI reporting is how RBI tracks foreign ownership of Indian companies. A company that receives the money but doesn't report it on time can't easily issue further shares to the same investor, may face questions from its bank, and becomes liable to late fees or compounding.
Pricing is the other half. Shares issued to a non-resident, or transferred from a resident to a non-resident, can't be priced below fair value calculated by an internationally accepted method, certified by a Chartered Accountant, a SEBI-registered merchant banker or a practising cost accountant.
Forms and deadlines
| Event | Form | Deadline | Filed by |
|---|---|---|---|
| Shares, CCPS or CCDs issued to a non-resident | FC-GPR | 30 days from allotment | The Indian company |
| Transfer of shares between resident and non-resident | FC-TRS | 60 days from transfer or receipt/remittance of funds, whichever is earlier | The resident party |
| Annual return on foreign liabilities and assets | FLA | 15 July each year | The Indian company |
| Downstream investment by an Indian company with foreign investment | DI | 30 days from allotment | The investing Indian company |
If a filing is late
RBI allows most delayed filings to be regularised by paying a late submission fee. Under its 2022 framework, returns such as FC-GPR and FC-TRS attract ₹7,500 plus 0.025% of the amount involved for each year of delay, rounded up to the month, and capped at the amount involved. The late fee route is available for up to three years from the due date; beyond that, the contravention has to be compounded.
Documents required
- FIRC or bank's KYC report for the inward remittance.
- Board and shareholder resolutions for the allotment, and the PAS-3 filed with the ROC.
- Valuation certificate supporting the price.
- Declaration from the foreign investor and KYC documents.
- For FC-TRS: the share transfer agreement and details of both parties.
- Company secretary's certificate, where required by the form.
How we handle it
Check the entry route and pricing
Sectoral cap, route and conditions, and a valuation that supports the price.
Receive funds correctly
Money comes in through banking channels into the company's account with the correct purpose code.
Allot and file with the ROC
Shares allotted within 60 days and PAS-3 filed.
Report on FIRMS
FC-GPR or FC-TRS filed within the deadline, and queries from the AD bank answered.
Keep the records
Acknowledgements kept for the annual FLA return and future filings.
Practical notes from our engagements
- Valuation dated after the allotment. The valuation should be done with reference to a date close to the issue, not prepared afterwards.
- Share application money held too long. Funds not allotted within 60 days have to be refunded — they can't simply sit on the balance sheet.
- Founder shares transferred to an NRI relative without FC-TRS. Transfers between resident and non-resident need reporting even within a family.
How we handle FDI compliance
We check the route and pricing before the money arrives, issue or arrange the valuation, and file FC-GPR or FC-TRS on time. For companies with past gaps, we work out whether the late submission fee route is still available or compounding is needed.
Related services
Frequently asked questions
What is FC-GPR?
The form in which an Indian company reports to RBI the issue of shares or convertible instruments to a person resident outside India. It's filed on the FIRMS portal within 30 days of allotment.
What is the deadline for allotting shares after receiving foreign investment?
60 days from receipt of the funds. If not allotted, the money must be refunded within 15 days after that.
When is FC-TRS required?
When shares are transferred between a resident and a non-resident, within 60 days of the transfer or of receipt or remittance of funds, whichever is earlier.
What happens if FC-GPR is filed late?
It can usually be regularised with a late submission fee, within three years of the due date. After that, the contravention must be compounded.
Who can certify the valuation for FDI pricing?
A Chartered Accountant, a SEBI-registered merchant banker or a practising cost accountant, using an internationally accepted pricing method.