When an Indian company issues shares or other capital instruments to a foreign investor, it must report the issue to the Reserve Bank of India (RBI) in Form FC-GPR. The Indian company files the form online on the RBI’s FIRMS portal within 30 days from the date of issue. The Authorised Dealer Category-I Bank that received the foreign investment then reviews it. The foreign investor does not file this form. The Indian company that receives the money is responsible for it.
For foreign parent companies, General Counsel and CFOs, Form FC-GPR is the step that turns a cross-border remittance into foreign direct investment recorded with the RBI. The process follows a fixed sequence:
- Funds arrive through banking channels.
- The bank issues a Foreign Inward Remittance Certificate (FIRC) and a KYC report.
- The company allots shares within 60 days of receiving the funds.
- The company files Form FC-GPR within 30 days of allotment.
The core FC-GPR documents are the FIRC, the KYC report, a Company Secretary certificate, a valuation certificate, the board resolution and a signed declaration. Missing the FC-GPR timeline is a contravention under the Foreign Exchange Management Act (FEMA) 1999. Late filings can be regularised through a Late Submission Fee or through compounding.
This guide covers the full Form FC-GPR process, timeline and documents in plain language, based on primary Indian law.
Key Insights and Information on Form FC-GPR
Form FC-GPR is a post-allotment FDI report filed by the Indian investee company on the RBI’s FIRMS portal within 30 days of issue. A successful filing depends on correct pricing, sector eligibility, allotment within 60 days of receiving funds, and a complete set of documents reviewed by the AD Category-I Bank.
- The Indian company files, not the investor: The obligation sits with the Indian company issuing capital instruments to a person resident outside India.
- Three linked deadlines apply: Allot within 60 days of receiving funds. If you cannot allot, refund within the next 15 days. Report in Form FC-GPR within 30 days of allotment.
- Pricing is checked: Unlisted companies must issue at or above fair value under Rule 21 of the FEMA (Non-Debt Instruments) Rules, 2019. Fair value must be certified by an eligible professional.
- Some investors need prior approval: Government-route sectors, and investors from countries sharing a land border with India, need approval before issue. These investors are covered by the proviso to Rule 6(a) of the Non-Debt Instruments Rules.
- Non-cash issues are also reported: Share swaps, conversion of External Commercial Borrowings (ECB), import payables and pre-incorporation expenses are all reported in Form FC-GPR.
- Late filing can be regularised: Delays of up to three years can be settled through a Late Submission Fee. Longer delays require compounding with the RBI.
- Other filings follow: Foreign-owned companies must file the annual Foreign Liabilities and Assets (FLA) Return by 15 July. If they invest downstream, they must also report in Form DI.
What Is Form FC-GPR and Why Is It Required?
Form FC-GPR is the RBI reporting form an Indian company files after issuing capital instruments to a person resident outside India. It is required under FEMA 1999 and the Non-Debt Instruments framework. The filing lets the RBI record foreign direct investment, check pricing and sectoral compliance, and track foreign liabilities.
What Does “FC-GPR” Stand For?
FC-GPR stands for Foreign Collaboration – General Permission Route. The name dates from the time when most foreign investment came in under “general permission” without case-by-case approval. Today the same form is used for FDI under both the automatic route and the government route.
Which Laws Govern Form FC-GPR?
FDI reporting in India rests on the following primary instruments:
- FEMA 1999, Section 6: Governs capital account transactions.
- Foreign Exchange Management (Non-Debt Instruments) Rules, 2019: Notified by the Central Government. They set out eligibility, sectoral caps, entry routes and pricing.
- Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019: Issued by the RBI. They prescribe how payment is received and how FDI reporting is done.
- RBI Master Direction – Foreign Investment in India: Explains the operational procedure.
- Consolidated FDI Policy: Issued by the Department for Promotion of Industry and Internal Trade (DPIIT). It sets out sector conditions.
- Companies Act, 2013: Governs the allotment itself.
Under the older system, the RBI allotted a Unique Identification Number (UIN) when the inflow was reported in advance. That two-stage method has been replaced by a single post-issue filing in the Single Master Form on the FIRMS portal.
Which Capital Instruments Are Reported in Form FC-GPR?
Form FC-GPR covers the issue of:
- equity shares
- fully, compulsorily and mandatorily convertible debentures (CCDs)
- fully, compulsorily and mandatorily convertible preference shares (CCPS)
- share warrants
These are reported when issued to non-residents and counted as FDI. The form applies whether the consideration is a cash remittance or a permitted non-cash route, such as:
- a share swap
- conversion of ECB or import payables
- pre-incorporation expenses
- a rights or bonus issue
- shares issued under a merger or demerger scheme sanctioned by the National Company Law Tribunal
Who Must File Form FC-GPR and When Is Another Form Required?
The Indian company that issues capital instruments to a non-resident must file Form FC-GPR, not the foreign investor. Form FC-GPR does not apply to share transfers between residents and non-residents, LLP contributions, startup convertible notes at issue, or branch and liaison offices. These use FC-TRS, LLP-I, CN and FNC respectively.
Picking the wrong form is a frequent reason for rejection. The table below matches each transaction with the correct filing.
| Transaction | Correct Form | Who Files and When |
|---|---|---|
| Fresh issue of capital instruments to a non-resident | Form FC-GPR | Indian company, within 30 days of the date of issue |
| Transfer of shares between a resident and a non-resident | Form FC-TRS | Resident party, within 60 days of transfer or receipt/remittance of funds, whichever is earlier |
| Convertible note issued by a recognised startup | Form CN | Startup company, within 30 days of issue |
| ESOPs or sweat equity issued to non-resident employees or directors | Form ESOP | Indian company, within 30 days of issue |
| Downstream investment by a foreign-owned or controlled company | Form DI | Investing Indian entity, within 30 days of allotment |
| Capital contribution to a Limited Liability Partnership | Form LLP-I | LLP, within 30 days of receipt of the amount |
| Branch, liaison or project office of a foreign company | Form FNC (through the AD bank), then Form FC-1 with the Registrar of Companies | Foreign company: Form FNC before setting up; Form FC-1 within 30 days of establishment |
| Annual position of foreign liabilities and assets | FLA Return | Indian company, by 15 July every year |
What Is the Timeline for Filing Form FC-GPR?
Form FC-GPR must be filed on the FIRMS portal within 30 days from the date of issue of capital instruments. Separately, the shares must be allotted within 60 days of receiving the foreign funds. If they are not, the money must be refunded within the next 15 days to remain FEMA compliant.
How Is the “Date of Issue” Determined?
The date of issue is normally the date the board of directors (or an authorised committee) passes the resolution allotting the capital instruments. The FC-GPR timeline of 30 days runs from that date. It does not run from the date of filing Form PAS-3 or the date of issuing share certificates.
What Are the Linked Corporate and FEMA Deadlines?
| Event | Deadline | Legal Source |
|---|---|---|
| Receipt of foreign investment | Credited to the company’s account with an AD Category-I Bank | Mode of Payment and Reporting Regulations, 2019 |
| Allotment of capital instruments | Within 60 days of receipt of funds | Non-Debt Instruments framework; Section 42(6), Companies Act 2013 |
| Refund if allotment fails | Within 15 days after the 60-day period ends | Non-Debt Instruments framework; Section 42(6), Companies Act 2013 |
| Return of allotment (Form PAS-3) with the ROC | 15 days for private placement; 30 days for other allotments | Sections 42(8) and 39(4), Companies Act 2013 |
| Form FC-GPR on the FIRMS portal | Within 30 days of the date of issue | Mode of Payment and Reporting Regulations, 2019; RBI Master Direction |
| Share certificates or demat credit | Within two months of allotment | Section 56(4), Companies Act 2013 |
| FLA Return | By 15 July every year | RBI Master Direction – Reporting under FEMA |
Key Insights and Information on the FC-GPR Timeline
- The FC-GPR timeline and the Companies Act timeline run in parallel. File Form PAS-3 with the Registrar of Companies (ROC) on the Ministry of Corporate Affairs (MCA) portal before or alongside Form FC-GPR.
- If the AD bank returns a form for correction, the 30-day FC-GPR timeline keeps running. Prompt resubmission matters.
- If allotment is delayed beyond 60 days, Section 42(6) of the Companies Act 2013 adds interest at 12% per annum on unrefunded private placement money.
What Documents Are Required for Form FC-GPR?
The core Form FC-GPR documents are the Foreign Inward Remittance Certificate, the KYC report on the foreign investor, a Company Secretary certificate, a valuation certificate, the board resolution for allotment and a declaration by the authorised signatory. Government approval letters and swap or conversion documents are added where relevant.
| Document | Who Issues It | Why It Is Needed |
|---|---|---|
| Foreign Inward Remittance Certificate (FIRC) | AD Category-I Bank receiving the funds | Proves receipt of foreign investment through banking channels |
| KYC report of the non-resident investor | Receiving AD bank, or the remitter’s overseas bank through the AD bank | Confirms the identity of the remitter and that it matches the allottee |
| Company Secretary certificate | Company Secretary of the company, or a practising CS | Confirms compliance with the Companies Act 2013 and FEMA conditions |
| Valuation certificate | Chartered Accountant, SEBI-registered Merchant Banker or practising Cost Accountant | Shows the issue price is not below fair value |
| Board resolution for allotment | Indian company | Establishes the date of issue and the allotment details |
| Declaration by authorised representative | Indian company | Confirms sector eligibility, caps, entry route and accuracy of the data |
| Government approval letter (if applicable) | Concerned Ministry, through the Foreign Investment Facilitation Portal | Required for government-route sectors and land-border investors |
| Memorandum and Articles of Association | Indian company | Supports authorised capital and the rights attached to the instruments |
| Swap or conversion documents (if applicable) | Valuer, auditor or lender documents | Support non-cash consideration |
What Does the Company Secretary Certificate Confirm?
The Company Secretary certificate states that:
- the company followed the allotment requirements of the Companies Act 2013
- the investor is eligible to invest
- the sector is permitted, and the sectoral cap and entry route conditions are met
- pricing complies with FEMA
- any required government approval was obtained before issue
Companies without an in-house Company Secretary can use a practising Company Secretary.
Who Can Issue the Valuation Certificate?
For unlisted companies, Rule 21 of the Non-Debt Instruments Rules requires the fair value to be set using an internationally accepted pricing method on an arm’s length basis. It must be certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant. Listed companies follow SEBI pricing rules.
Under the Income Tax Act 1961, Section 56(2)(viib), often called the “angel tax”, was omitted from assessment year 2025-26 onwards. FEMA pricing rules still apply in full.
Do Foreign Investor Documents Need an Apostille?
AD banks commonly ask for the foreign investor’s constitutional documents and board resolution to be notarised and apostilled. India and many other countries are parties to the Hague Apostille Convention. Documents from non-member countries generally need consular legalisation instead.
Key Insights and Information on FC-GPR Documents
- The remitter named in the KYC report should match the allottee named in the FC-GPR documents.
- The valuation certificate should be dated close to the allotment date, and the issue price should match the board resolution exactly.
- The company’s Permanent Account Number (PAN), CIN and capital details must match across the Entity Master, Form PAS-3 and Form FC-GPR.
How Do You File Form FC-GPR on the FIRMS Portal?
Form FC-GPR is filed online through the Single Master Form on the RBI’s FIRMS portal. The company registers a business user, updates its Entity Master, enters investor and allotment details, uploads documents and submits the form to its AD Category-I Bank. The bank then approves, returns or rejects it.
Step 1: Receive Investment Through Banking Channels
The foreign investor remits the subscription money from abroad through normal banking channels, or by debit to an NRE, FCNR(B) or escrow account. The money goes directly into the Indian company’s account with an AD bank.
Step 2: Obtain the FIRC and KYC Report
Ask the receiving AD Category-I Bank for the Foreign Inward Remittance Certificate and the remitter’s KYC report. If the funds were routed through another bank, the KYC report comes from the remitter’s overseas bank.
Step 3: Allot Shares and File the Return With the ROC
Pass the board resolution allotting capital instruments at or above fair value within 60 days of receiving funds. Then file Form PAS-3 with the Registrar of Companies on the MCA portal within the statutory deadline.
Step 4: Register on FIRMS and Update the Entity Master
Create a business user on the FIRMS portal using an authorisation letter and the user’s KYC. Once the user is approved, make sure the Entity Master shows the current CIN, PAN, capital and foreign holding details.
Step 5: Complete and Submit Form FC-GPR
Open the Single Master Form and select Form FC-GPR. Enter the investor, instrument, pricing, sector code and shareholding before and after the issue. Upload all supporting documents and submit within 30 days of the date of issue.
Step 6: Track the AD Bank Review and Approval
The AD bank reviews the form and may approve it, reject it or return it for correction. Answer queries quickly and keep the approved form as permanent proof of FDI reporting with the RBI.
What Happens After the AD Bank Reviews Form FC-GPR?
After review, the AD Category-I Bank either approves Form FC-GPR, returns it for correction, or rejects it. An approved form becomes the official record of the FDI with the RBI. A rejected form is generally treated as not filed, so the company must refile correctly, possibly with a late submission fee.
An approved Form FC-GPR is the company’s evidence of compliant FDI reporting. It supports:
- future share transfers in Form FC-TRS
- dividend repatriation
- downstream investment
- the annual FLA Return
Companies in a Special Economic Zone (SEZ) follow the same Form FC-GPR process on the FIRMS portal.
What Are the Penalties for Late or Incorrect Form FC-GPR Filing?
Late Form FC-GPR filing is a FEMA contravention. If the delay is within three years from the due date, the company can regularise it by paying a Late Submission Fee through the AD bank. Longer delays or other breaches require compounding with the RBI, or may attract penalties under Section 13 of FEMA.
| Situation | Consequence | Legal Basis |
|---|---|---|
| Filing delayed by up to three years | Late Submission Fee: a fixed amount of ₹7,500 [approx. USD 89] plus a percentage of the amount involved for each year of delay, as notified by the RBI | Regulation 10, Mode of Payment and Reporting Regulations, 2019 |
| Filing delayed beyond three years, or other breaches such as pricing or sectoral violations | Compounding application to the RBI | Foreign Exchange (Compounding Proceedings) Rules, 2024 |
| Contravention not compounded | Penalty of up to three times the sum involved if quantifiable, or up to ₹2,00,000 [approx. USD 2,381] if not quantifiable, plus up to ₹5,000 [approx. USD 60] per day for continuing breach | Section 13, FEMA 1999 |
How Does a Foreign Parent File Form FC-GPR in Practice?
A foreign parent does not file Form FC-GPR itself; its Indian subsidiary does. The parent’s role is to remit funds through proper banking channels, supply KYC and corporate documents, approve the valuation, and ensure the subsidiary allots shares and completes reporting within the prescribed FEMA timelines.
General Example: A Singapore-based technology group capitalises its new Indian private limited company in IT services, a sector open to 100% FDI under the automatic route. The parent remits the subscription money from its own bank account to the subsidiary’s account with an AD Category-I Bank and provides apostilled board resolutions. The subsidiary obtains a fair value certificate from a Chartered Accountant and allots equity shares within 60 days. It files Form PAS-3 with the ROC. It then submits Form FC-GPR on the FIRMS portal with the FIRC, the KYC report and the Company Secretary certificate within 30 days. The bank raises one query, which the subsidiary answers, and the bank approves the form.
Frequently Asked Questions About Form FC-GPR
The questions below deal with unusual situations that non-resident investors and Indian subsidiaries often face in FDI reporting. They cover subscriber shares, delayed allotment, land-border investors, non-cash consideration, third-party remittances, late filing and apostille requirements under Form FC-GPR.
1. Does an Indian subsidiary file Form FC-GPR for subscriber shares taken by its foreign parent at incorporation?
Yes. Shares subscribed to the memorandum by a non-resident are capital instruments issued to a person resident outside India, so they are reported in Form FC-GPR. The subscription money must arrive through banking channels. Because subscriber shares are linked to incorporation, the company should agree the reference date with its AD bank and file within 30 days of the date of issue.
2. What happens if the company cannot allot shares within 60 days of receiving funds?
The money must be refunded to the same investor through banking channels within 15 days after the 60-day period ends. If it is not refunded, the company is in breach of FEMA and may need to compound the contravention. For private placements, Section 42(6) of the Companies Act 2013 also imposes interest at 12% per annum from the sixtieth day.
3. How does Form FC-GPR work when the investor is from a country sharing a land border with India?
Under the proviso to Rule 6(a) of the Non-Debt Instruments Rules, investment by an entity from a land-border country, or where the beneficial owner is situated in or is a citizen of such a country, needs government approval. The company applies through the Foreign Investment Facilitation Portal. The approval must be obtained before allotment and uploaded with the Form FC-GPR.
4. How is a share swap reported when no money is remitted?
A swap is reported in Form FC-GPR without a FIRC. Instead, the company uploads valuation reports for both the Indian shares and the foreign shares exchanged. The Indian company acquiring foreign shares must also meet its overseas investment reporting obligations under the Foreign Exchange Management (Overseas Investment) Rules, 2022.
5. Can ECB, import payables or pre-incorporation expenses be converted into equity and reported in Form FC-GPR?
Yes, subject to sector eligibility, pricing rules and the conditions set out in the Non-Debt Instruments Rules. ECB conversion also needs consistent ECB reporting through the AD bank. Pre-incorporation expenses are capped and need auditor certification. Each conversion is reported in Form FC-GPR with its own supporting documents.
6. Can a group company remit the money on behalf of the actual foreign investor?
AD banks generally require the remitter and the allottee to be the same person. A third-party remittance creates a KYC mismatch and can lead to the form being returned or rejected. Foreign groups should arrange for the entity that will hold the shares to send the money directly before allotment.
7. What should a company do if it missed the 30-day Form FC-GPR deadline?
It should still file Form FC-GPR on the FIRMS portal. If the delay is within three years from the due date, the AD bank will process it with a Late Submission Fee. Delays beyond three years, or reports with other breaches, require a compounding application to the RBI.
8. Does a company located in a Special Economic Zone follow a different process?
No. A company in a Special Economic Zone (SEZ) follows the same Form FC-GPR process, FC-GPR timeline and FC-GPR documents as any other Indian company. Sector-specific SEZ approvals, where required, sit alongside FEMA reporting and do not replace it.
9. Must a rights or bonus issue to an existing foreign shareholder be reported?
Yes. Both are reported in Form FC-GPR within 30 days of issue. For unlisted companies, shares offered to non-residents on a rights basis cannot be priced lower than the price offered to resident shareholders. The sectoral cap and entry route conditions must still be met after the issue.
10. Do the foreign investor’s corporate documents need an apostille?
AD banks commonly require notarised and apostilled copies of the investor’s certificate of incorporation, its constitutional documents and the board resolution approving the investment. Documents from countries outside the Apostille Convention generally need consular legalisation. Requirements vary by bank, so confirm the list before remitting.
11. Is a separate Form FC-GPR needed for each investor or each allotment?
Reporting is linked to each issue of capital instruments. A single allotment to several non-resident allottees can generally be captured in one form, with remittance-wise and investor-wise details. Separate allotments on different dates create separate 30-day reporting obligations.
12. Does a Non-Resident Indian investing on a non-repatriation basis need Form FC-GPR?
Investment by Non-Resident Indians on a non-repatriation basis under Schedule IV of the Non-Debt Instruments Rules is treated as domestic investment made by residents. It is therefore not FDI reported in Form FC-GPR. Repatriable investment under the FDI schedule must be reported, so confirm the investment basis with the AD Category-I Bank before allotment.
If your organisation is planning to invest in India, CompanyIN can provide structured, end-to-end assistance with Form FC-GPR and Form FNC filings, Authorised Dealer Category-I Bank liaison, and ROC registration.
Disclaimer: The information provided in this article is solely for general informational and educational purposes regarding Indian corporate and foreign exchange regulations and does not constitute formal legal, tax, or regulatory advice. Foreign entities should consult qualified professionals at CompanyIN before initiating any statutory filings or commercial commitments in India.
