FDI Reporting (FC-GPR, FC-TRS)
When your company issues shares to a foreign investor, or shares change hands between a resident and a non-resident, the Reserve Bank of India must be told on the FIRMS portal. FC-GPR filing is due within 30 days of allotment and FC-TRS within 60 days. We prepare the forms, the valuation and the supporting papers, and file through your AD bank.
What it is
Foreign direct investment (FDI) reporting is the set of returns an Indian company or a resident shareholder files with the RBI each time foreign money comes in through shares or shares move across the border. The RBI does not approve the deal. It wants a record of it, filed on time, showing the money came through a bank at a fair price.
The rules are in the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (Notification FEMA 395/2019-RB, 17 October 2019). Filing happens on the RBI’s Foreign Investment Reporting and Management System (FIRMS). Your authorised dealer (AD) bank checks each form first.
Who it applies to
Companies issuing shares to non-residents
An Indian company that allots equity shares, compulsorily convertible preference shares or compulsorily convertible debentures to a person resident outside India files FC-GPR. Think of a Faridabad engineering startup taking its first cheque from an investor in Singapore.
Residents buying from or selling to non-residents
When existing shares move between a resident and a non-resident, the resident party files FC-TRS. A common case: a family company where a brother settled abroad sells his stake to the brother running the business here.
Every company holding foreign investment
A company with foreign investment on its books files the annual return on Foreign Liabilities and Assets (FLA) by 15 July, even in a year with no new money.
Why it matters
Your foreign shareholding is on record
An acknowledged FC-GPR is the RBI’s proof that the investment came in lawfully. Auditors and the next investor will ask for it.
Exit and repatriation stay open
When the investor later sells or the company buys back shares, the bank checks the original reporting first. A gap at the start becomes a problem at the exit.
Due diligence goes smoothly
Every funding round includes a FEMA check. An unreported allotment shows up quickly, and the new investor will want it fixed before signing.
Documents required
For FC-GPR
- Foreign Inward Remittance Certificate (FIRC) or bank advice for the money received
- KYC report on the foreign investor from the AD bank
- Valuation certificate as per FEMA pricing guidelines
- Board resolution for the allotment and the shareholder resolution, where needed
- Company secretary’s certificate on compliance
- Government approval, if the sector is on the approval route
For FC-TRS
- Share purchase or transfer agreement
- Valuation certificate supporting the price
- FIRC or outward remittance proof
- KYC of the non-resident party
- Consent letters of buyer and seller
- Shareholding pattern before and after
For FIRMS access
- Company PAN, CIN and registered address
- Details of the authorised person who will file
- Letter of authority on company letterhead
- AD bank branch details
How it works
Check the route and the price
We confirm the sector is under the automatic route (or that approval is in hand) and that the price meets the FEMA pricing guidelines. The fair-value certificate comes from a practising chartered accountant or a SEBI-registered merchant banker.
Set up the Entity Master and Business User
The company registers once on FIRMS: an Entity User creates the Entity Master, and a Business User is created and approved by the AD bank. In practice, bank approval can take several days, so we start this the day the money lands.
Allot the shares and file PAS-3
Shares must be allotted within 60 days of receiving the money. The company also files its return of allotment with the ROC. That is separate from FC-GPR.
Submit FC-GPR or FC-TRS on FIRMS
We fill the form, attach the papers and submit. The AD bank reviews it and forwards it for acknowledgement or returns it with queries, which we answer.
File the FLA return every July
Each year we file the FLA return by 15 July, so the RBI’s picture of your foreign liabilities matches your audited books.
FC-GPR vs FC-TRS at a glance
| FC-GPR | FC-TRS | |
|---|---|---|
| What it reports | Fresh issue of shares or convertibles to a non-resident | Transfer of existing shares between a resident and a non-resident |
| Who files | The Indian company | The resident buyer or seller (or a non-resident holding on a non-repatriable basis) |
| Due date | 30 days from the date of issue | 60 days from the transfer or the receipt/remittance of funds, whichever is earlier |
| Key papers | FIRC, KYC, valuation, CS certificate | Transfer agreement, valuation, FIRC or remittance proof, KYC |
Timelines
Allot within 60 days of the money
Here is the catch: shares must be issued within 60 days of receiving the funds. Miss that, and the money has to go back within the next 15 days.
FC-GPR in 30 days, FC-TRS in 60
FC-GPR within 30 days of the issue. FC-TRS within 60 days of the transfer or the receipt or remittance of funds, whichever comes first.
FLA return by 15 July
Every year, for companies with foreign investment. The RBI’s 2026 move to consolidated Master Directions left these dates unchanged.
What happens if you miss a deadline
You pay a Late Submission Fee
Under A.P. (DIR Series) Circular No. 16 dated 30 September 2022, a late FC-GPR or FC-TRS is regularised by paying ₹7,500 + (0.025% × amount involved × years of delay). The fee cannot exceed the amount involved. A late FLA return costs a flat ₹7,500.
You compound after three years
The LSF route is open only for three years from the due date. A company that took foreign money in 2022 and never reported it is past that window now, and must apply to the RBI for compounding.
You risk a FEMA Section 13 penalty
Up to three times the sum involved where it can be quantified, or up to ₹2 lakh where it cannot, plus up to ₹5,000 for every day the contravention continues.
Frequently asked questions
What is the due date for FC-GPR filing?
FC-GPR is due within 30 days from the date the shares are issued to the non-resident investor. The clock runs from allotment, not from the date the money arrived. Remember that allotment itself must happen within 60 days of receiving the funds. Set up FIRMS access before the board meets and 30 days is plenty.
Who files FC-TRS, the buyer or the seller?
The resident party files FC-TRS, whichever side of the deal it is on. Resident seller, foreign buyer: the seller files. Resident buyer, foreign seller: the buyer files. The due date is 60 days from the transfer or from receipt or remittance of funds, whichever is earlier. The company whose shares moved supplies most of the papers.
How is the Late Submission Fee calculated?
The fee is ₹7,500 plus 0.025% of the amount involved for each year of delay. Delay is counted in years, rounded up to the nearest month. So ₹50 lakh reported one year late costs ₹7,500 + ₹1,250, or ₹8,750. The total can never exceed the amount involved. For most small delays, the cost of fixing it is modest.
What if the delay is more than three years?
The Late Submission Fee is available only up to three years from the original due date. After that, the delay is a contravention that has to be compounded with the RBI under FEMA. Compounding needs an application, supporting documents and a compounding amount fixed by the RBI. It takes longer, but old gaps can still be closed.
Does FC-GPR replace the PAS-3 filing with the ROC?
No, they are two separate filings to two different regulators. PAS-3 goes to the Registrar of Companies on the MCA V3 portal within 30 days of allotment (15 days for a private placement). FC-GPR goes to the RBI on FIRMS within 30 days of issue. We prepare both from the same set of resolutions so the numbers match.
What documents does the AD bank usually ask for?
Banks want four core papers: the FIRC or remittance advice, a KYC report on the foreign investor, a valuation certificate and a company secretary’s certificate. Board resolutions and, where relevant, a government approval are added. A name or amount that differs between the FIRC and the form is a common reason for a bank to return a filing, so we match them line by line.
Do we need to register on FIRMS every time we file?
No. The Entity Master is created once for the company, and the Business User is approved once by the AD bank. After that, each FC-GPR, FC-TRS or other form is filed from the same login. If the authorised person leaves, a new Business User is needed, so update it before your next round.
Is the FLA return compulsory every year?
Yes. A company that holds foreign direct investment files the Foreign Liabilities and Assets return by 15 July each year, even when no new money came in. It reports outstanding foreign investment as per the accounts. A late FLA return attracts a fixed Late Submission Fee of ₹7,500, so on-time filing is the cheap option.
Who can certify the share valuation for FDI?
For an unlisted company, the fair value under the FEMA pricing guidelines is certified by a practising chartered accountant or a SEBI-registered merchant banker. The price at which shares are issued to a non-resident cannot be below this fair value. We arrange the valuation in the format the AD bank expects, so the same report also supports your PAS-3 filing.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
There is no RBI fee for filing on time. A late filing attracts the Late Submission Fee: ₹7,500 + (0.025% × amount × years of delay) for FC-GPR and FC-TRS, and a flat ₹7,500 for a late FLA return.
Ready to begin?
Send us the FIRC and the board resolution. We will tell you what must be filed on FIRMS, and by which date.