An Indian company can be properly incorporated, have a clean MCA record and still have a serious compliance problem because its foreign investment was not reported on time. The usual failure is not dramatic. A founder receives a remittance, a board allots shares, an investor receives a cap-table update, and everyone assumes the legal work is finished. Months later, the company discovers that FC-GPR was never filed, the annual FLA return was missed, or a secondary transfer has no FC-TRS record.
FDI reporting is the trail that connects the transaction to the Reserve Bank of India (RBI). It records who invested, what instrument was issued or transferred, at what value, through which bank and under which route. That trail is examined when the company raises its next round, transfers shares, remits dividends or sale proceeds, changes its ownership, or undergoes an acquisition.
This master table for FY 2026-27 is based on the RBI Master Direction on Reporting under FEMA, 1999, the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, and the applicable overseas-investment framework.
The master FDI reporting timeline
The first distinction is between an event-based filing and a periodic return. FC-GPR and FC-TRS are triggered by a particular issue or transfer. FLA and APR recur even when the company has had no new transaction during the period.
| Form | Trigger | Deadline | Portal / authority | LSF or penalty for late filing |
|---|---|---|---|---|
| FC-GPR | Indian company allots equity instruments to a person resident outside India as FDI | Within 30 days from the date of issue/allotment | FIRMS (Foreign Investment Reporting and Management System), Single Master Form, routed through the designated AD Category-I bank | LSF for eligible delayed reporting: ₹7,500 + (0.025% × A × n), subject to RBI conditions and cap |
| FC-TRS | Transfer of equity instruments between resident and non-resident, or other covered cross-border transfer | Within 60 days of transfer or receipt/remittance of consideration, whichever is earlier under the applicable reporting rule | FIRMS Single Master Form through the designated AD Category-I bank | LSF formula for transactional reporting, subject to eligibility, cap and three-year window |
| FLA return | Indian company or LLP has reportable foreign liabilities/assets, including FDI or eligible foreign investment outstanding | On or before 15 July every year for the preceding financial year | RBI FLAIR portal | Periodic-return LSF is generally ₹7,500 per delayed return under the applicable RBI matrix; unresolved contravention may require compounding |
| Form ESOP | Indian company issues employee stock options or shares under an employee scheme to eligible non-resident employees/directors | Generally within 30 days of issue, as prescribed for the transaction | FIRMS / Single Master Form through AD bank | Transactional LSF may apply; do not treat an ESOP grant as automatically outside FDI reporting |
| Form DI | Indian company makes downstream investment that is treated as indirect foreign investment | Within the prescribed period after the downstream investment/issue | FIRMS through the designated AD bank | Transactional LSF may apply; additional FEMA consequences can arise if pricing, sectoral or ownership conditions are breached |
| Form LLP(I) | Non-resident investment by way of capital contribution or acquisition of profit share in an LLP | Within 30 days from receipt of consideration | FIRMS through AD bank | Transactional LSF may apply |
| Form LLP(II) | Transfer of capital contribution or profit share between resident and non-resident | Within 60 days from receipt of consideration or as otherwise prescribed | FIRMS through AD bank | Transactional LSF may apply |
| Form CN | Transfer of a convertible note to or from a person resident outside India | Within 30 days of the transfer, where applicable | FIRMS through AD bank | Transactional LSF may apply |
| Form InVi | Investment vehicle issues units to a person resident outside India | Within 30 days from issue of units | FIRMS through AD bank | Transactional LSF may apply |
| Form DRR | Issue or transfer of depository receipts under the applicable scheme | Within 30 days of close of issue, where applicable | FIRMS / custodian reporting channel | LSF or other consequence depends on the applicable reporting rule |
| Form ODI / ODI Part I | Indian resident makes an overseas direct investment or financial commitment | Report before or at the time of outward remittance/financial commitment, through the designated AD bank and as prescribed | Designated AD bank and RBI overseas-investment reporting system | LSF may be available for eligible delay, generally only within three years; further investment can be restricted until regularisation |
| ODI Part II | Reporting of remittances or financial commitment under ODI | At the time and in the manner prescribed by the AD bank/RBI | Designated AD bank | LSF may apply; late reporting can affect further financial commitment |
| ODI Part III / APR | Indian resident has ODI in a foreign entity | Annual Performance Report generally by 31 December; special timing can apply where the foreign entity's accounting year ends on 31 December | Designated AD bank / RBI overseas-investment reporting channel | For a delayed APR, the periodic-return LSF framework may apply; unresolved non-compliance can lead to FEMA action |
| ODI Part IV / closure or disinvestment reporting | Closure, disinvestment, liquidation or winding-up of an overseas entity | Within the prescribed period for the relevant event | Designated AD bank | LSF or FEMA action may apply depending on the default |
| Form FC | Resident proposes or makes a financial commitment in a foreign entity under the current ODI framework | Before making the initial ODI/remittance, as directed by the AD bank | Designated AD bank / RBI OID reporting process | LSF may apply to eligible late reporting; do not remit first and ask for the UIN later |
The table is a working calendar, not a substitute for transaction-specific review. The form depends on the instrument, residence status, route, sector and consideration. A transaction can also have non-FEMA steps outside this article.
FC-GPR: the 30-day filing after a foreign share allotment
FC-GPR is the central filing for a foreign investment entering an Indian company through an issue of equity instruments. FC-GPR means Foreign Currency-Gross Provisional Return. In practical terms, it tells RBI that the Indian company has issued shares or other eligible equity instruments to a person resident outside India and gives the details needed to check the transaction.
When does the FC-GPR clock start?
The deadline is 30 days from the date of issue or allotment of the equity instruments. It is not 30 days from the date the investor signed the term sheet. It is not automatically 30 days from the date the money reached the Indian bank account. The allotment date is the date that should drive the compliance calendar.
For example, if money arrives on 1 August and shares are allotted on 20 August, the FC-GPR deadline is calculated from 20 August. Have FIRMS access, valuation, KYC and board records ready before allotment.
The issue itself must also satisfy the underlying FEMA conditions: entry route, sectoral cap, pricing guidelines, permitted instrument, mode of payment and any sector-specific performance conditions. FC-GPR reporting does not cure an unlawful issue. It records a compliant issue and gives the AD bank the material needed to review it.
Where is FC-GPR filed?
FC-GPR is filed on the RBI's FIRMS portal. FIRMS stands for Foreign Investment Reporting and Management System. New filings are made through the Single Master Form module. The company generally needs an entity registration and Business User access, with the authorised dealer bank linked for review.
The AD Category-I bank checks the filing and supporting evidence, raises queries where required and approves or returns the submission. Its internal document requirements can be more detailed than the portal fields, so confirm the checklist with the bank before filing.
Typical FC-GPR documents
The exact set varies by transaction, but a company should expect to assemble:
- foreign inward remittance evidence, such as the FIRC or equivalent bank record;
- the foreign investor's KYC report issued or confirmed by the remittance-receiving AD bank;
- the valuation certificate or report supporting the issue price;
- the board resolution and allotment details;
- the updated shareholding pattern before and after the issue;
- the constitutional and incorporation documents requested by the bank;
- a practising Company Secretary's or other prescribed compliance certificate, where required by the form or bank;
- the government approval letter where the transaction is under the approval route; and
- evidence for special cases such as conversion of a loan, issue against pre-incorporation expenses, rights issue, bonus issue or employee stock options.
The valuation should use an internationally accepted methodology and the professional permitted for the transaction. DCF is common for an operating company with forecastable cash flows. NAV or another method may be more suitable for an asset-heavy or early-stage company. The method should be defensible for the facts and valuation date, not selected merely to produce a preferred price.
The company name, investor, remittance, share count, issue price, currency and allotment date must match across the bank evidence, valuation, resolutions and FIRMS form. Mismatches commonly cause resubmission.
For a detailed issue-stage checklist, see FC-GPR Filing: The 30-Day Rule, RBI FIRMS and the Document Checklist. This article focuses on the full calendar and the other filings that follow.
FC-TRS: the 60-day filing for a cross-border transfer
FC-TRS is the form used for specified transfers of equity instruments between a person resident in India and a person resident outside India, and for other transfers covered by the reporting rules. FC-TRS means Foreign Currency-Transfer of Shares.
The key trigger is a transfer, not an allotment. If an Indian founder sells shares to a foreign investor, or a foreign shareholder sells shares to an Indian resident, the transaction must be tested for FC-TRS reporting. Transfers between two non-residents can also be reportable in specified circumstances. Listed-company transactions and transfers involving non-repatriable holdings require separate analysis.
The commonly applied deadline is 60 days from the date of transfer or the date of receipt/remittance of consideration, whichever is earlier, under the applicable rule. The exact event date should be documented because an agreement date, completion date, registration date and payment date may all be different.
Who files FC-TRS?
The onus is allocated by the reporting rules and the facts of the transaction. In the typical purchase by a non-resident from a resident, the resident transferor or transferee in India may be responsible depending on the structure and the applicable form instructions. In practical language:
- if a non-resident is buying from a resident, the Indian transferor/transferee and the company should agree in writing who will prepare and submit the filing;
- if a resident is buying from a non-resident, the resident buyer commonly drives the filing and coordinates the seller's documents; and
- if a non-resident holding on a non-repatriable basis is involved, confirm whether the specific transfer is reportable and who bears the obligation.
Do not rely on the informal assumption that “the buyer files” or “the company files.” The form may be prepared by one party, but the Indian company usually has to provide the updated cap table, corporate records and prior FC-GPR history. The transfer agreement should allocate responsibility, documents, bank charges and any LSF between the parties.
FIRMS entity master before FC-TRS
Before starting FC-TRS, check that the company's Entity Master on FIRMS is current. The legal name, registered office, CIN, authorised capital, paid-up capital, foreign investment details and contact information should be reconciled with current records. If the Entity Master is outdated, the filing can stall before the substantive transfer documents are reviewed.
The evidence set typically includes buyer and seller consent, the transfer instrument, valuation support, shareholding patterns before and after transfer, proof of payment, KYC and bank records, tax documents where applicable, and corporate approvals. Signing the share transfer form does not complete the FEMA reporting trail.
FLA return: the annual 15 July obligation
The FLA return is the Annual Return on Foreign Liabilities and Assets. It is a periodic snapshot of the Indian entity's foreign liabilities and assets, including relevant foreign investment and overseas assets. It is separate from FC-GPR: FC-GPR reports a particular issue; FLA reports the entity's position for the financial year.
The deadline is 15 July every year for the preceding financial year. For example, the FLA return for FY 2025-26 is generally due by 15 July 2026. The FY 2026-27 return would generally be due by 15 July 2027.
The return is filed on RBI's FLAIR portal. Do not wait for the statutory audit if the deadline is approaching; follow RBI's instructions for provisional reporting and later revision, if permitted.
Who should think about filing FLA?
An Indian company that has received FDI, or an LLP that has received foreign investment by capital contribution, should assess FLA applicability every year. An entity with ODI or other reportable foreign assets/liabilities should also test its position.
A nil FLA return can still be applicable. “There were no new funds this year” is not, by itself, an exemption. If relevant foreign liabilities/assets or foreign investment remain outstanding, file the nil or no-change return prescribed by the portal.
Keep the FLA opening figures consistent with the prior year's closing figures. Reconcile foreign equity, reserves, liabilities, trade credits, overseas assets, repatriation and ownership percentages before submission. A return that is filed on time but contains unexplained changes can create a later diligence problem.
Annual Performance Report for ODI
The Annual Performance Report (APR) is the recurring filing for an Indian resident that has made overseas direct investment in a foreign entity. It is not the same as the FLA return. FLA describes the Indian entity's foreign liabilities and assets; APR describes the performance and status of a foreign entity in which ODI has been made.
The general APR deadline is 31 December every year for each foreign entity, subject to the timing rule in the overseas-investment regulations. Where the accounting year of the foreign entity ends on 31 December, the APR is submitted by 31 December of the next year under the applicable provision. Confirm the foreign entity's accounting year and the AD bank's checklist rather than applying a blanket date.
The APR is normally based on the foreign entity's audited financial statements. Where the foreign jurisdiction does not require an audit and the conditions in the regulations are met, unaudited statements certified in the permitted manner may be used. The APR can require details of the foreign entity, its business, financial performance, changes in shareholding, step-down subsidiaries, restructuring and repatriation.
The designated AD bank matters here. An Indian resident should designate an AD bank for the foreign entity's UIN and route relevant ODI transactions through that bank. Missing APR can affect future financial commitment or transfer until regularised.
Form ODI, ODI Part I, Part II and Part III
Outbound investment is a separate compliance track from inbound FDI. If an Indian company invests in a foreign subsidiary, joint venture or other foreign entity, the reporting starts before the remittance or other financial commitment, not after the money has left India.
The older ODI reporting vocabulary uses Part I for the Indian party and the investment or financial commitment, Part II for remittance/financial commitment reporting, Part III for the APR, and Part IV for closure, disinvestment or winding-up. Under the current Overseas Investment Rules, Regulations and Directions, the AD bank may use the current Form FC and online OID process. Businesses often continue to say “Form ODI,” so the safe practice is to ask the designated AD bank which current form and workflow applies to the transaction.
The Indian resident should obtain or arrange the required UIN for the foreign entity before the initial remittance or acquisition of equity capital, whichever is earlier, where required. The AD bank will also ask for the investment proposal, valuation, board approval, source of funds, foreign entity documents and evidence of permitted business activity.
Report later events too. Disinvestment is generally reported within the applicable period after receipt of proceeds. Restructuring and changes in the foreign entity's shareholding can have 30-day reporting requirements under the ODI framework. A foreign subsidiary that becomes inactive, is sold or is liquidated is not automatically “closed” for RBI purposes.
Late filing costs: LSF first, compounding if the default is not regularised
The LSF formula for transactional filings
For FC-GPR, FC-TRS and other transactional reports covered by the RBI's uniform LSF matrix, the commonly stated formula is:
LSF = ₹7,500 + (0.025% × A × n)
Here, A is the amount involved in the delayed reporting, expressed in INR. n is the number of years of delay, rounded upwards to the nearest month and expressed up to two decimal places. The fee is per return. RBI also prescribes a maximum of 100% of A, rounded upwards to the nearest hundred, and the LSF route is generally available only within three years from the due date. The calculation and availability remain subject to the applicable RBI direction and the AD bank's processing.
Do not calculate a fee by multiplying the investment amount by an assumed monthly percentage without checking the current matrix. Do not assume the formula applies identically to a periodic return. The same RBI framework treats some reports, such as FLA and APR, as periodic reporting and prescribes a fixed LSF of ₹7,500 per delayed return in the relevant matrix.
An LSF is a regulatory regularisation mechanism for eligible reporting delay. It does not erase other defects. If the issue breached the sectoral cap, pricing rules or approval requirement, paying LSF does not make the underlying transaction compliant.
When compounding enters the picture
If the delay is outside the LSF window, the transaction is not eligible for LSF, or the default involves a wider FEMA contravention, the matter may need to be regularised through compounding. The application goes to the Compounding Authority at RBI under Section 13 of FEMA, 1999, with the relevant facts, transaction records and supporting documents.
The amount is not a standard “late fee percentage.” Section 13 permits a penalty of up to three times the amount involved, but the actual outcome depends on the facts, duration, conduct, repetition, benefit or loss and the authority's assessment. The ceiling is not an automatic bill.
Compounding also does not replace a required approval, unwind an invalid transaction or answer a separate Companies Act, tax or securities-law issue. The right response is to map every defect, complete the available filing and take professional advice on the regularisation path.
Common triggers people miss
The most dangerous FDI reporting errors occur when the transaction is described as “not a funding round.” The reporting question is broader than venture funding.
Bonus shares
A bonus issue to a non-resident shareholder can still be an FDI-related event. Check the permitted instrument, sectoral cap and prescribed reporting form. No cash changing hands does not necessarily remove the filing.
Rights issue to a non-resident
Rights shares issued to a foreign shareholder must be tested against the applicable pricing, participation and reporting conditions. Document the offer, acceptance, allotment and payment trail together.
Sweat equity
Sweat equity issued to a person resident outside India is not automatically outside the reporting framework. Confirm the recipient's residence, instrument, valuation and applicable employee or director conditions before issue.
ESOPs for foreign employees
An Indian company may issue options or shares to employees or directors resident outside India under a permitted employee scheme. The absence of inward remittance does not necessarily eliminate reporting. Check Form ESOP before granting or exercising the award.
Conversion of loans into equity
Converting an outstanding loan, payable or other amount into equity changes the instrument and can trigger FC-GPR or another report. Preserve the borrowing trail, conversion agreement, valuation, approvals and actual allotment date. Other overlooked triggers include deferred-payment transfers, conversion of convertible instruments, downstream investment, a sectoral-cap change and a transfer involving non-repatriable holdings. Ask what changed in the foreign ownership or instrument, not merely whether cash entered the bank account.
A practical FY 2026-27 compliance calendar
Maintain a FEMA register with the investor, residence status, instrument, issue/transfer date, consideration, valuation date, AD bank, FIRMS acknowledgement, approval date, LSF status and next recurring deadline. At every allotment, set a 30-day FC-GPR reminder; at every transfer, set a 60-day FC-TRS reminder; every year, review FLA by 15 July and APR by 31 December.
For India entry questions, compare the structures in Foreign Company Office vs Private Limited Company and see How to invest in an Indian company from abroad. If the immediate event is a new allotment, start with the existing FC-GPR guide.
Frequently asked questions
What is the FC-GPR filing deadline?
FC-GPR is generally due within 30 days from the date an Indian company issues or allots equity instruments to a person resident outside India. The clock is tied to allotment, not simply to the date of inward remittance.
What is FIRMS?
FIRMS means Foreign Investment Reporting and Management System. RBI uses it for online foreign-investment reporting, including the Single Master Form workflows for filings such as FC-GPR and FC-TRS.
What is the FLA return due date?
The FLA return is generally due by 15 July every year for the preceding financial year. For example, FY 2025-26 data is generally reported by 15 July 2026.
Do I file FLA if there were no transactions during the year?
Possibly, yes. A nil or no-change FLA return can apply where the entity continues to have reportable foreign liabilities/assets or foreign investment outstanding. No new transaction during the year is not, by itself, a filing exemption.
What is the late fee for FC-GPR or FC-TRS?
For eligible delayed transactional reporting, RBI's commonly applicable LSF formula is ₹7,500 + (0.025% × A × n), subject to the prescribed cap, three-year availability window and other conditions. A is the amount involved and n is the delay in years rounded upwards to months and expressed to two decimals.
Can I pay LSF after three years?
The LSF facility is generally limited to three years from the due date. If the filing is outside the facility or involves another contravention, the company may need a different regularisation route, including compounding under FEMA.
Is a valuation certificate required for FC-GPR?
A valuation certificate or report supporting the issue price is generally required for an unlisted company, prepared using an accepted methodology by the permitted professional. DCF is common for operating businesses; NAV or another method may be appropriate on the facts. The certificate must support the transaction date and price.
Final checklist
Attach each deadline to its triggering event. Allotment means FC-GPR within 30 days. A covered cross-border transfer means FC-TRS within 60 days. Foreign investment or overseas assets mean an annual FLA review. ODI means a separate APR and transaction calendar.
Put the AD bank, FIRMS access, valuation, KYC and cap-table reconciliation into the transaction plan before money moves. Then put 15 July and 31 December into the recurring calendar.
FEMA reporting depends on the parties, instrument, sector, route and current RBI directions. Confirm the applicable form with the designated AD bank or a qualified FEMA professional.
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