FEMA & foreign investment
Short answer
FC-GPR (Foreign Currency – Gross Provisional Return) is filed by an Indian company on the RBI's FIRMS portal after it allots equity instruments to a person resident outside India, generally within 30 days of allotment. It must be supported by a valuation certificate justifying the issue price, KYC of the investor, and the AD Bank's confirmation of the inward remittance. Late filing attracts a Late Submission Fee.
Who files it, and when the clock starts
The obligation sits with the Indian company that issued the shares, not with the foreign investor. The clock runs from the date of allotment — the board or committee resolution allotting the shares — not from the date the money arrived, and not from the date the agreement was signed.
Companies routinely miss this because the money often arrives weeks before allotment, and the team assumes the reporting relates to the remittance. It does not.
What has to be ready
The filing itself is short; the attachments are the work. Assemble these before allotment, not after:
- A valuation certificate supporting the issue price, consistent with FEMA pricing guidelines.
- KYC of the foreign investor, obtained through the AD Bank.
- The Foreign Inward Remittance Certificate (FIRC) for the funds.
- Board and shareholder resolutions, and the list of allottees.
- A declaration that the investment complies with the entry route and sectoral caps.
Pricing is the part that fails diligence
FEMA requires that shares issued to a non-resident be priced at or above a fair value arrived at by an internationally accepted pricing methodology, certified appropriately. If the company's tax valuation and its FEMA pricing certificate disagree, the file has an internal contradiction that any competent diligence team will find.
Running one valuation exercise designed to satisfy the Income-tax Act, the Companies Act and FEMA simultaneously avoids this entirely, and costs less than doing three.
If you have already missed it
Late filings are accepted with a Late Submission Fee, calculated on the amount and the delay. Older or more serious lapses may need compounding with the RBI — a formal process with an application, a hearing and an order.
Neither is fatal, and both are far better than leaving the position unreported. What matters commercially is that every remediation becomes a disclosure item in your next round, so it is worth closing out before you start raising rather than during.
This article is general information, current at the date shown, and is not advice on your specific facts. Tax and corporate law change, and thresholds and deadlines are amended regularly — check the position before you act on it, or ask us.
Where we help
Cross-Border Capital & FEMA Strategy
FDI, ODI and ECB — structuring, pricing certifications and every RBI filing, handled end to end with zero FEMA exposure.
See the practice