Documents for FDI Reporting in Case of Subscription to MOA

Documents for FDI Reporting in Case of Subscription to MOA. Foreign Direct Investment (FDI) in India is closely monitored under the provisions of the Foreign Exchange Management Act, 1999 (FEMA) and the regulations framed by the Reserve Bank of India (RBI). When a foreign investor incorporates a Wholly Owned Subsidiary (WOS) in India by subscribing to the Memorandum of Association (MOA), the inflow of funds and subsequent allotment of shares must be reported to the RBI through the Single Master Form (SMF) on the FIRMS portal.
This process is mandatory because failure to comply with FEMA reporting requirements can result in penal consequences, compounding proceedings, or delay in recognition of the investment. The most important compliance in this regard is filing of Form FC-GPR once the shares are allotted against the funds received.When a foreign investor incorporates a Wholly Owned Subsidiary (WOS) in India by subscribing to the Memorandum of Association (MOA), the inflow of capital and subsequent issue of shares must be reported to the RBI.
Learn more about Compounding Procedures for Form FC-GPR Violations Under FEMA.
FEMA Reporting with RBI for WOS 
When a foreign investor brings in capital for subscribing to the MOA at the time of incorporation of an Indian company, the reporting obligation arises immediately upon allotment of shares. The following sequence typically applies:

Receipt of funds from the foreign investor into the Indian company’s bank account through authorized dealer bank.

Issuance of shares to the foreign investor by recording subscription in the MOA.

Filing of Form FC-GPR on the FIRMS portal within 30 days from the date of allotment of shares, supported by mandatory documents and certifications.

Learn more about RBI FEMA FDI Reporting EMF-SMF Filing, FC-TRS FLA Return
For WOS incorporation through subscription to MOA, the following documents are required for FEMA reporting and FC-GPR filing:

Foreign Inward Remittance Certificate (FIRC):  Issued by the Authorized Dealer (AD) Bank evidencing the receipt of foreign currency into the Indian company’s bank account.

KYC of the Remitter:  Bank attested KYC of the foreign remitter confirming identity, address, and legitimacy of the funds received.

Form FC-GPR (via SMF):  The prescribed reporting form available on the RBI’s FIRMS portal.

Company Secretary (CS) Certificate (Annex I of FIRMS User Manual):  Certifying compliance with Companies Act, 2013 and FEMA provisions in respect of the issue of shares.

Board Resolution for Allotment of Shares:  Passed by the Board of Directors approving the allotment of shares against subscription money received.

Declaration by the Indian Company (Annex V of FIRMS User Manual):  A declaration confirming compliance with FDI policy and FEMA regulations.

Memorandum of Association (MOA): Copy of the company’s MOA showing the details of subscribers (foreign parent entity).

Delay Reason Letter (if applicable): In case of delay in filing FC-GPR, the company must provide reasons for the delay on its official letterhead to enable compounding or late submission fee compliance.

Ultimate Beneficial Owner (UBO) Confirmation of the Remitter: Mandatory in cases where funds are received on or after April 2020 and shares are allotted thereafter, to ensure transparency of the beneficial ownership of foreign investors.

Annex A (as per RBI format): Additional declaration/undertaking as required for reporting under FEMA.

Importance of FDI Reporting 
Incorporating a WOS in India through FDI subscription to MOA requires precise compliance with FEMA reporting obligations. From obtaining FIRC and KYC to filing FC-GPR with supporting certificates and declarations, each step is mandatory to validate the investment.. Non-compliance can attract penal provisions under Section 13 of FEMA, including monetary penalties and restrictions on further investments. Filing Form FC-GPR accurately and within the prescribed timeline not only ensures regulatory compliance but also builds credibility with regulators and banking partners.
Hence, Companies must engage qualified professionals to ensure timely and accurate filings, thereby avoiding penalties and ensuring seamless operations. Proper adherence to reporting not only protects the business legally but also enhances credibility in India’s regulated investment environment.

Foreign Direct Investment (FDI) in India is closely monitored under the provisions of the Foreign Exchange Management Act, 1999 (FEMA) and the regulations framed by the Reserve Bank of India (RBI). When a foreign investor incorporates a Wholly Owned Subsidiary (WOS) in India by subscribing to the Memorandum of Association (MOA), the inflow of funds and subsequent allotment of shares must be reported to the RBI through the Single Master Form (SMF) on the FIRMS portal.

This process is mandatory because failure to comply with FEMA reporting requirements can result in penal consequences, compounding proceedings, or delay in recognition of the investment. The most important compliance in this regard is filing of Form FC-GPR once the shares are allotted against the funds received.When a foreign investor incorporates a Wholly Owned Subsidiary (WOS) in India by subscribing to the Memorandum of Association (MOA), the inflow of capital and subsequent issue of shares must be reported to the RBI.

Learn more about Compounding Procedures for Form FC-GPR Violations Under FEMA.

FEMA Reporting with RBI for WOS

When a foreign investor brings in capital for subscribing to the MOA at the time of incorporation of an Indian company, the reporting obligation arises immediately upon allotment of shares. The following sequence typically applies:

Receipt of funds from the foreign investor into the Indian company’s bank account through authorized dealer bank.
Issuance of shares to the foreign investor by recording subscription in the MOA.
Filing of Form FC-GPR on the FIRMS portal within 30 days from the date of allotment of shares, supported by mandatory documents and certifications.

Learn more about RBI FEMA FDI Reporting EMF-SMF Filing, FC-TRS FLA Return

For WOS incorporation through subscription to MOA, the following documents are required for FEMA reporting and FC-GPR filing:

Foreign Inward Remittance Certificate (FIRC): Issued by the Authorized Dealer (AD) Bank evidencing the receipt of foreign currency into the Indian company’s bank account.
KYC of the Remitter: Bank attested KYC of the foreign remitter confirming identity, address, and legitimacy of the funds received.
Form FC-GPR (via SMF): The prescribed reporting form available on the RBI’s FIRMS portal.
Company Secretary (CS) Certificate (Annex I of FIRMS User Manual): Certifying compliance with Companies Act, 2013 and FEMA provisions in respect of the issue of shares.
Board Resolution for Allotment of Shares: Passed by the Board of Directors approving the allotment of shares against subscription money received.
Declaration by the Indian Company (Annex V of FIRMS User Manual): A declaration confirming compliance with FDI policy and FEMA regulations.
Memorandum of Association (MOA): Copy of the company’s MOA showing the details of subscribers (foreign parent entity).
Delay Reason Letter (if applicable): In case of delay in filing FC-GPR, the company must provide reasons for the delay on its official letterhead to enable compounding or late submission fee compliance.
Ultimate Beneficial Owner (UBO) Confirmation of the Remitter: Mandatory in cases where funds are received on or after April 2020 and shares are allotted thereafter, to ensure transparency of the beneficial ownership of foreign investors.
Annex A (as per RBI format): Additional declaration/undertaking as required for reporting under FEMA.

Importance of FDI Reporting

Incorporating a WOS in India through FDI subscription to MOA requires precise compliance with FEMA reporting obligations. From obtaining FIRC and KYC to filing FC-GPR with supporting certificates and declarations, each step is mandatory to validate the investment.. Non-compliance can attract penal provisions under Section 13 of FEMA, including monetary penalties and restrictions on further investments. Filing Form FC-GPR accurately and within the prescribed timeline not only ensures regulatory compliance but also builds credibility with regulators and banking partners.

Hence, Companies must engage qualified professionals to ensure timely and accurate filings, thereby avoiding penalties and ensuring seamless operations. Proper adherence to reporting not only protects the business legally but also enhances credibility in India’s regulated investment environment.

Documents for FDI Reporting in Case of Subscription to MOA

FEMA Reporting with RBI for WOS

Importance of FDI Reporting

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