A foreign subsidiary in India must meet a steady stream of deadlines under the Foreign Exchange Management Act (FEMA) 1999, the Companies Act 2013, and the Income Tax Act. Some are tied to events, such as reporting a share allotment within 30 days. Others are fixed annual dates, such as the FLA Return by 15 July. A FEMA compliance calendar keeps all of them in one place so that nothing is missed.
The most common reason foreign subsidiaries end up paying a Late Submission Fee or applying for compounding is not ignorance of the law. It is losing track of dates. Head-office teams abroad often assume the Indian accountant handles everything, while the Indian team assumes reporting is the parent’s job. A clear calendar, with event-based and annual triggers, solves this.
This guide sets out the key FEMA deadlines, the related company law and tax deadlines, and how to build a working compliance calendar.
What Is a FEMA Compliance Calendar?
A FEMA compliance calendar is a schedule of every foreign exchange reporting deadline that applies to an Indian company with foreign investment. It includes event-based filings such as Form FC-GPR and Form FC-TRS, and annual filings such as the FLA Return. It is usually combined with Companies Act and tax deadlines.
The Reserve Bank of India (RBI) sets most FEMA deadlines through its Master Direction on Reporting under FEMA. Filings are made on the FIRMS portal, the FLAIR portal, or through the Authorised Dealer Category-I Bank.
What Are the Event-Based FEMA Deadlines?
Event-based FEMA deadlines start when a transaction happens. Form FC-GPR is due within 30 days of allotment. Form FC-TRS is due within 60 days of transfer or payment. Form DI is due within 30 days of allotment. Shares must be issued within 60 days of receiving funds, or the money refunded.
| Event | FEMA Filing | Deadline |
|---|---|---|
| Share allotment to non-resident | Form FC-GPR | 30 days from allotment |
| Share transfer between resident and non-resident | Form FC-TRS | 60 days from transfer or payment, whichever is earlier |
| Downstream investment by FOCC | Form DI | 30 days from allotment |
| Receipt of share application money | Allot shares | Within 60 days of receipt; else refund within 15 days after that |
| Issue of ESOPs to non-residents | Form ESOP | 30 days from issue |
| Issue of convertible notes by startup | Form CN | 30 days from issue |
| Overseas direct investment | Form FC (ODI) | At the time of financial commitment, as prescribed |
What Are the Annual FEMA Deadlines?
The main annual FEMA deadline is the FLA Return, due 15 July each year on the FLAIR portal. If the subsidiary has overseas investments, the Annual Performance Report is due by 31 December. External commercial borrowings need monthly ECB-2 returns. The statutory auditor also certifies downstream investment compliance every year.
Which recurring FEMA filings apply?
- FLA Return: by 15 July every year
- Revised FLA Return: after audit, if unaudited figures were used
- Annual Performance Report (APR): by 31 December for each overseas entity
- ECB-2 Return: monthly, within 7 working days from month end
- Downstream investment auditor certificate: annually, mentioned in the Directors’ Report
What Companies Act and Tax Deadlines Should Be Added?
A foreign subsidiary must also meet Companies Act 2013 and Income Tax deadlines. These include Form PAS-3 within 30 days of allotment, the annual general meeting within six months of year end, Form AOC-4 and Form MGT-7 with the Registrar of Companies (ROC), transfer pricing reports, and income tax returns.
| Month | Key Compliance | Law |
|---|---|---|
| Monthly | TDS deposit; ECB-2 return if applicable | Income Tax / FEMA |
| June | Form DPT-3 by 30 June | Companies Act |
| July | FLA Return by 15 July | FEMA |
| September | AGM by 30 September; DIR-3 KYC | Companies Act |
| October | Form AOC-4 within 30 days of AGM; Form 3CEB transfer pricing report | Companies Act / Income Tax |
| November | Form MGT-7 within 60 days of AGM; ITR for transfer pricing cases | Companies Act / Income Tax |
| December | APR by 31 December, if ODI | FEMA |
The Income-tax Act 2025 replaces the Income Tax Act 1961 for tax years from 1 April 2026. Subsidiaries should map the new form names and due dates as notified under it.
How Do You Build a FEMA Compliance Calendar?
Start by listing every type of foreign transaction the subsidiary expects, such as share allotments, transfers, ECBs, and overseas investments. Add the matching FEMA filing and deadline for each. Then add annual FEMA, Companies Act, and tax deadlines, assign an owner to each, and review the calendar every month.
Step 1: Map Foreign Investment Structure
List all non-resident shareholders, instruments, ECBs, and overseas investments. This decides which FEMA filings apply to the subsidiary in the coming year.
Step 2: List Event-Based Triggers
Note each event that starts a FEMA deadline, such as allotments, transfers, or downstream investment. Write the 30-day or 60-day deadline beside each.
Step 3: Add Annual Deadlines
Add the FLA Return, APR, ECB returns, ROC filings, and tax deadlines to the calendar, with exact dates for the coming financial year.
Step 4: Assign Responsibility
Assign each filing to a named person in India, with a backup. Confirm who holds FIRMS, FLAIR, and MCA logins and registrations.
Step 5: Link with AD Bank and Auditor
Share the calendar with your AD Category-I Bank and statutory auditor, so that they can flag documents needed before deadlines.
Step 6: Review Monthly and Update
Review the calendar every month. Update it for new transactions, NDI amendments, or changes in RBI directions, and record completed filings.
What Happens If a Foreign Subsidiary Misses a Deadline?
A missed FEMA reporting deadline can usually be regularised with a Late Submission Fee if the only problem is the delay. Longer delays, missed FLA Returns, or substantive breaches may need compounding with RBI. Companies Act delays attract additional fees and penalties, and tax delays attract interest and penalties.
Keeping all three areas, FEMA, Companies Act, and tax, in one calendar prevents gaps where each team assumes another is responsible.
What Are the Key Insights and Information on the FEMA Compliance Calendar?
- Form FC-GPR is due within 30 days of allotment.
- Form FC-TRS is due within 60 days of transfer or payment, whichever is earlier.
- The FLA Return is due every year by 15 July.
- Shares must be issued within 60 days of receiving funds, or the money refunded.
- The APR is due by 31 December for overseas investments.
- Companies Act filings such as PAS-3, AOC-4, and MGT-7 run alongside FEMA.
- Every filing needs a named owner and a backup in India.
How Does a Foreign Parent Use a Compliance Calendar in Practice?
A foreign parent should approve the Indian subsidiary’s compliance calendar at the start of each financial year and get monthly status updates.
General Example: An Australian parent with an Indian subsidiary set up a shared FEMA compliance calendar at the start of the financial year. It listed a planned share allotment with a 30-day FC-GPR deadline, the FLA Return due 15 July, the AGM, ROC filings, and the transfer pricing report. Each item was assigned to a named person in India. The AD Category-I Bank and the auditor received copies. When the parent remitted share capital in August, the subsidiary allotted shares and filed Form FC-GPR on time, with no Late Submission Fee.
Frequently Asked Questions on the FEMA Compliance Calendar
These answers cover difficult calendar and deadline questions for foreign subsidiaries in India. They are based on FEMA 1999, RBI reporting directions, the Companies Act 2013, and tax rules, and address timing overlaps, missed filings, and changes in structure.
1. Does a subsidiary with no new investment this year still have FEMA filings?
Yes. The FLA Return is due every year while FDI is outstanding, even with no new investment.
2. Is the 60-day allotment rule a reporting deadline?
No. It is a rule on issuing shares. If shares are not issued within 60 days of receiving funds, the money must be refunded within 15 days after that.
3. Does a branch office use the same calendar?
No. Branch offices follow the Form FNC, UIN, and Annual Activity Certificate framework, not FC-GPR or FLA.
4. What if the subsidiary’s financial year differs from the parent’s?
Indian companies generally follow the April to March financial year for Indian compliance, regardless of the parent’s year.
5. Are ECB-2 returns required every month?
Yes, while the ECB is outstanding, within 7 working days from the end of each month.
6. Does an NDI amendment change the calendar?
It can. Review each amendment and update the calendar if new filings or conditions apply.
7. Who signs FEMA filings for a foreign subsidiary?
Authorised officials registered as Business Users on the FIRMS portal, supported by board authorisations.
8. Is transfer pricing part of the FEMA calendar?
It is a tax compliance, but it is best kept in the same calendar because it relates to group transactions.
9. Can deadlines fall on holidays?
Yes. File before the deadline rather than relying on a holiday extension.
10. Does a downstream investment add new deadlines?
Yes. Form DI within 30 days and annual auditor certification are added.
11. Should the parent track Indian deadlines directly?
Yes. Parents should get regular status reports, because the parent is often an affected party in FEMA breaches.
12. What if a filing was missed last year?
File it now. Check whether the Late Submission Fee applies, or whether compounding is needed.
Non-resident corporations seeking structured support with FEMA compliance calendars for foreign subsidiaries, AD Category-I Bank liaison, ROC registration, and Form FNC filing for branch or liaison offices may contact CompanyIN for end-to-end assistance.
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.
