FC-GPR and FLA Return: Filing Rules and Penalties

FC-GPR and FLA Return: Filing Rules and Penalties. As more Indian companies engage in foreign investments whether by attracting capital from abroad or investing overseas the importance of the Foreign Exchange Management Act (FEMA), 1999 has grown significantly. FEMA regulations, enforced by the Reserve Bank of India (RBI), lay down clear compliance requirements for companies involved in Foreign Direct Investment (FDI) and Overseas Direct Investment (ODI). Among these requirements, two key filings stand out: Form FC-GPR and the Foreign Liabilities and Assets (FLA) Return.
Both forms serve different purposes. Form FC-GPR is a transaction-based filing for share allotments to foreign investors, while the FLA Return is an annual return summarizing all foreign liabilities and assets. Together, they ensure accurate tracking and reporting of foreign investment flows in and out of India.
Who is Required to File Form FC-GPR?
Form FC-GPR (Foreign Currency – Gross Provisional Return) is a statutory reporting requirement under the Foreign Exchange Management Act (FEMA), 1999 and is mandated by the Reserve Bank of India (RBI) for Indian companies receiving foreign investment in the form of eligible capital instruments. These instruments include equity shares, compulsorily convertible preference shares (CCPS), and compulsorily convertible debentures (CCDs) issued to a non-resident investor.
This obligation can arise in two scenarios:

At the time of incorporation: when the company is being formed and foreign shareholders subscribe to the initial capital. For example, if a foreign parent company incorporates an Indian subsidiary and invests in its share capital, the issuance of shares to that foreign entity triggers the FC-GPR filing requirement.

After incorporation: when an existing Indian company raises additional capital from a foreign investor by issuing new equity instruments. This is common during private placements, rights issues, or funding rounds involving venture capital or private equity investors from abroad.

The primary purpose of Form FC-GPR is to ensure that the RBI is informed about the inflow of foreign investment into the country and that such investment complies with India’s foreign investment policy. Specifically, the filing helps the RBI verify the following:

Pricing guidelines: The valuation of shares or instruments issued to a foreign investor must meet FEMA’s prescribed pricing norms. For unlisted companies, the price must be determined by a SEBI-registered Merchant Banker or a Chartered Accountant using internationally accepted valuation methods such as the Discounted Cash Flow (DCF) method.

Sectoral caps: The foreign investment percentage in certain sectors is capped (e.g., defence, insurance, multi-brand retail). FC-GPR filing enables the RBI to confirm that the investment does not breach these limits.

Entry route compliance: Some sectors allow 100% FDI under the automatic route, while others require prior government approval. Through FC-GPR filings, the RBI ensures that the correct route has been followed.

Adherence to FEMA norms: The filing confirms that the transaction meets all other FEMA requirements, such as timelines for share allotment (60 days from receipt of funds) and timely repatriation if allotment is not made.

In practice, the FC-GPR filing also serves as an important documentary record for the Indian company. It establishes proof of compliance that can be referred to during due diligence exercises, statutory audits, or while raising further funding. Non-compliance or incorrect filing can lead to penalties, delays in future funding approvals, and reputational damage.
By requiring FC-GPR filings, the RBI creates a transparent and verifiable mechanism to monitor foreign investments, maintain accurate national FDI statistics, and ensure that inflows are consistent with India’s economic and regulatory objectives.
Applicability
The obligation to file Form FC-GPR applies to:

Private and public companies issuing capital instruments to foreign companies, NRIs, Persons of Indian Origin (PIOs), foreign venture capital investors, and other eligible non-residents.

Startups and SMEs receiving equity or convertible instruments from foreign investors.

Companies allotting shares against the conversion of convertible notes to foreign investors.

Time Limit
The Form FC-GPR filing is subject to a strict 30-day deadline, counted from the date of allotment of the capital instruments (such as equity shares, CCPS, or CCDs) to the foreign investor. This means that once the company allots shares or convertible instruments to a non-resident, the clock starts ticking immediately, and the filing must be completed within this timeframe.
This timeline is not calculated from the date of receiving the foreign investment, but from the date on which the Board of Directors passes the resolution to allot the shares and the shares are officially issued in the company’s records.
Filing Through the FIRMS Portal
The RBI has streamlined foreign investment reporting by introducing the FIRMS (Foreign Investment Reporting and Management System) portal. This online platform integrates all FDI-related filings into a Single Master Form (SMF).
To file the FC-GPR, the company must:

Select the "Form FC-GPR" option under the SMF and enter all required details, such as company information, investor details, issue particulars, and pricing details.

Upload supporting documents such as the Board Resolution, valuation certificate, FIRC, KYC, and CS certificate.

Submit the form online through the portal.

Role of the Authorized Dealer (AD) Bank
Although the filing is made on the RBI’s portal, it is routed through the company’s Authorized Dealer (AD) bank. An AD bank is typically the commercial bank that handles the company’s foreign currency transactions and is licensed by the RBI to deal in foreign exchange.
The AD bank plays a important compliance role:

Verification: The bank checks whether the investment complies with FEMA regulations, pricing guidelines, sectoral caps, and entry route rules (automatic or approval route).

Document scrutiny: The bank verifies the FIRC, KYC documents, valuation reports, and other supporting documents before forwarding the filing to the RBI.

Communication: If any clarification or correction is needed, the bank will inform the company before submission.

This routing through the AD bank ensures a dual-level compliance check first at the banking level and then at the RBI level reducing the risk of improper reporting.
Importance of Timely Filing
Missing the 30-day deadline can result in:

A Late Submission Fee (LSF) charged by the RBI.

Potential FEMA penalties, which can be severe for continued non-compliance.

Delays in processing subsequent foreign investment transactions, as AD banks often flag pending FEMA compliance before allowing further remittances.

Therefore, companies should start preparing the FC-GPR filing immediately after the allotment date, ensuring all documents are in place and the FIRMS portal registration is complete.
Documents required
To file Form FC-GPR with the Reserve Bank of India (RBI), the company must prepare and submit a specific set of documents to establish the legality, accuracy, and compliance of the foreign investment transaction. One of the key requirements is the Board Resolution approving the allotment of shares, which serves as formal evidence that the company’s directors have authorized the issuance of capital instruments to the foreign investor. Along with this, a Certificate from a Company Secretary (CS) is necessary, confirming that the allotment complies with the provisions of the Foreign Exchange Management Act (FEMA) and the Companies Act, as well as sectoral caps and entry route requirements.
A Valuation Report issued by a SEBI-registered Merchant Banker or Chartered Accountant must be attached to substantiate that the shares or instruments have been priced according to FEMA’s prescribed guidelines; however, in the case of rights issues, this report is not mandatory. The Foreign Inward Remittance Certificate (FIRC), provided by the receiving bank, is essential to prove that the investment amount has been received in India through proper banking channels in compliance with RBI rules.
The company must also obtain a Know Your Customer (KYC) report from the remitting bank of the foreign investor, which verifies the investor’s identity, address, and other due diligence information in line with anti-money laundering standards. In certain cases, extracts from the Memorandum of Association (MoA) must be included to confirm that the company’s objects clause permits the issuance of such shares. Finally, a Declaration from the company’s Authorized Representative must be submitted, affirming the authenticity of the information provided and the adherence to all applicable legal and regulatory provisions.
These documents collectively ensure that the RBI and the Authorized Dealer (AD) bank can validate the legitimacy of the transaction, confirm compliance with foreign investment norms, and maintain transparency in cross-border capital flows.
Penalty for non-filing
Failure to file within the deadline attracts:

Late Submission Fee (LSF): Rs. 7,500 + (0.025% × A × n)
 Where:

A = Amount involved in delayed reporting

n = Number of years of delay (rounded up to the nearest month)

FEMA Penalties: Up to three times the amount involved or Rs. 200,000, whichever is higher, plus Rs.5,000 per day for continuing contraventions.

In extreme cases, the RBI may restrict the company from raising additional foreign capital.

Which Companies Are Required to File an FLA Return?
Meaning and Purpose
The Foreign Liabilities and Assets (FLA) Return is an annual return that must be filed by all entities in India that have received FDI or made ODI. It provides the RBI with a consolidated report of a company’s foreign assets (such as investments in foreign entities) and foreign liabilities (such as FDI received) as of 31st March of a financial year.
Applicability
Filing is mandatory for:

Companies incorporation under the Companies Act, 2013 or 1956 with outstanding FDI or ODI in the current or any previous year.

Limited Liability Partnerships (LLPs) registered under the LLP Act, 2008 with foreign investment or overseas assets.

Partnership firms with FDI or ODI (RBI issues a dummy CIN for filing purposes).

SEBI-registered Alternative Investment Funds (AIFs), partnership firms, public-private partnerships (PPPs), and other bodies corporate engaged in foreign investment activities.

Non-Applicability
Entities are exempt if:

They have only issued shares on a non-repatriable basis to non-residents.

They have no outstanding FDI or ODI by the end of the financial year.

They have only received share application money without allotment of shares.

They have completely transferred their foreign investments to residents before the reporting date.

Filing Process
The FLA Return is now filed online through the RBI’s FLAIR portal, though earlier it was submitted via an Excel utility sent by email. Entities must register on the portal, and authorized persons such as the Company Secretary, CFO, or Director can file the return. If audited accounts are not available by 15th July (the due date), the return must be filed using unaudited figures, with a revised return submitted by 30th September if there are changes after the audit.
Penalty for non-filing

If quantifiable: Penalty up to 300% of the amount involved.

If not quantifiable: Minimum penalty of Rs. 2 lakh.

Continuing contravention: Rs. 5,000 per day after the first day of default.

Late Submission Fee (LSF) of Rs. 7,500 if filed late but before enforcement action.

Additional Compliance Topics to Understand Alongside FC-GPR and FLA
To fully understand FEMA compliance for foreign investment, it’s important to be aware of several related topics:

Form FC-TRS: Required when there is a transfer of shares between residents and non-residents.

Convertible Notes Filing: Startups issuing convertible notes to foreign investors must comply with RBI rules and file Form CN.

ODI Compliance: Filing Form FC and the Annual Performance Report (APR) for investments in foreign subsidiaries or joint ventures.

ECB (External Commercial Borrowing) Reporting: Filing Form ECB and monthly Form ECB-2 for foreign loans.

Single Master Form (SMF): A consolidated RBI platform for all FDI reporting.

Pricing Guidelines: FEMA rules on the valuation of shares issued or transferred between residents and non-residents.

Authorized Dealer (AD) Bank’s Role: All FEMA filings are routed through an AD bank, making their approval crucial for compliance.

FAQs
Q1. What is Form FC-GPR?
Ans. Form FC-GPR stands for Foreign Currency – Gross Provisional Return. It is a mandatory filing with the Reserve Bank of India (RBI) when an Indian company issues eligible capital instruments such as equity shares, compulsorily convertible preference shares (CCPS), or compulsorily convertible debentures (CCDs) to a non-resident investor.
Q2. Why is filing Form FC-GPR important?
Ans. It informs the RBI about foreign investment in India, enabling them to verify compliance with pricing guidelines, sectoral caps, and FEMA norms. It also creates an official record for regulatory and audit purposes.
Q3. Is Form FC-GPR applicable only for large investments?
Ans. No. The requirement applies regardless of the investment amount whether it’s Rs.10 lakh or Rs.100 crore.
Q4. Who is required to file Form FC-GPR?
 Ans. The filing is mandatory for:

Private and public companies issuing capital instruments to foreign companies, NRIs, PIOs, foreign venture capital investors, and other eligible non-residents.

Startups and SMEs receiving equity or convertible instruments from foreign investors.

Companies issuing shares upon conversion of convertible notes to foreign investors.

Q5. Does FC-GPR apply if foreign shareholders invest at the time of incorporation?
 Ans. Yes. If the company issues share to foreign investors during incorporation, FC-GPR filing is required.
Q6. Do rights issues to foreign shareholders require FC-GPR filing?
 Ans. Yes. Even in rights issues, FC-GPR must be filed, although a valuation report may not be required. 
Q7. What is the deadline for filing Form FC-GPR?
Ans. The form must be filed within 30 days from the date of allotment of the capital instruments.
Q8. How is Form FC-GPR filed?
Ans. It is filed online via the FIRMS portal of the RBI, under the Single Master Form (SMF) module.
Q9. What is the role of the Authorized Dealer (AD) bank?
Ans. The AD bank verifies the compliance, scrutinizes documents (FIRC, KYC, valuation report, etc.), and routes the filing to the RBI for approval.
Q10. Can I file FC-GPR without FIRMS portal registration?
Ans. No. The company must register as a Business User on the FIRMS portal before filing. 
Q11. What documents are mandatory for FC-GPR filing?
Ans. Board Resolution approving the allotment.

Certificate from a Company Secretary confirming compliance with FEMA and the Companies Act.

Valuation Report (from SEBI-registered Merchant Banker or Chartered Accountant).

Foreign Inward Remittance Certificate (FIRC).

KYC report of the foreign investor from the remitting bank.

Extracts of the Memorandum of Association (if applicable).

Declaration from the Authorized Representative.

Q12. Is the valuation report required in all cases?
Ans. No. It is not required for rights issues but is mandatory for fresh issuances to ensure pricing compliance.
Q13. Who issues the FIRC and KYC?
Ans. The FIRC is issued by the receiving bank in India, and the KYC is issued by the remitting bank of the foreign investor.
Q14. What happens if FC-GPR is not filed within the deadline?
Ans. A Late Submission Fee (LSF) will be charged: Rs. 7,500 + (0.025% × A × n), where A is the amount involved, and n is the number of years of delay.

FEMA penalties can be imposed up to 3 times the amount involved or Rs. 2 lakh, whichever is higher.

Continued non-compliance can result in a daily fine of Rs. 5,000.

Q15. Can non-filing affect future investments?
Ans. Yes. Authorized Dealer banks may refuse to process future foreign investment transactions until past FEMA filings are completed.
Q16. Is compounding possible in case of default?
Ans. Yes. RBI allows compounding of contraventions, but this process can take time and may involve additional costs.

As more Indian companies engage in foreign investments whether by attracting capital from abroad or investing overseas the importance of the Foreign Exchange Management Act (FEMA), 1999 has grown significantly. FEMA regulations, enforced by the Reserve Bank of India (RBI), lay down clear compliance requirements for companies involved in Foreign Direct Investment (FDI) and Overseas Direct Investment (ODI). Among these requirements, two key filings stand out: Form FC-GPR and the Foreign Liabilities and Assets (FLA) Return.

Both forms serve different purposes. Form FC-GPR is a transaction-based filing for share allotments to foreign investors, while the FLA Return is an annual return summarizing all foreign liabilities and assets. Together, they ensure accurate tracking and reporting of foreign investment flows in and out of India.

Who is Required to File Form FC-GPR?

Form FC-GPR (Foreign Currency – Gross Provisional Return) is a statutory reporting requirement under the Foreign Exchange Management Act (FEMA), 1999 and is mandated by the Reserve Bank of India (RBI) for Indian companies receiving foreign investment in the form of eligible capital instruments. These instruments include equity shares, compulsorily convertible preference shares (CCPS), and compulsorily convertible debentures (CCDs) issued to a non-resident investor.

This obligation can arise in two scenarios:

At the time of incorporation: when the company is being formed and foreign shareholders subscribe to the initial capital. For example, if a foreign parent company incorporates an Indian subsidiary and invests in its share capital, the issuance of shares to that foreign entity triggers the FC-GPR filing requirement.
After incorporation: when an existing Indian company raises additional capital from a foreign investor by issuing new equity instruments. This is common during private placements, rights issues, or funding rounds involving venture capital or private equity investors from abroad.

Pricing guidelines: The valuation of shares or instruments issued to a foreign investor must meet FEMA’s prescribed pricing norms. For unlisted companies, the price must be determined by a SEBI-registered Merchant Banker or a Chartered Accountant using internationally accepted valuation methods such as the Discounted Cash Flow (DCF) method.
Sectoral caps: The foreign investment percentage in certain sectors is capped (e.g., defence, insurance, multi-brand retail). FC-GPR filing enables the RBI to confirm that the investment does not breach these limits.
Entry route compliance: Some sectors allow 100% FDI under the automatic route, while others require prior government approval. Through FC-GPR filings, the RBI ensures that the correct route has been followed.
Adherence to FEMA norms: The filing confirms that the transaction meets all other FEMA requirements, such as timelines for share allotment (60 days from receipt of funds) and timely repatriation if allotment is not made.

By requiring FC-GPR filings, the RBI creates a transparent and verifiable mechanism to monitor foreign investments, maintain accurate national FDI statistics, and ensure that inflows are consistent with India’s economic and regulatory objectives.

Applicability

The obligation to file Form FC-GPR applies to:

Private and public companies issuing capital instruments to foreign companies, NRIs, Persons of Indian Origin (PIOs), foreign venture capital investors, and other eligible non-residents.
Startups and SMEs receiving equity or convertible instruments from foreign investors.
Companies allotting shares against the conversion of convertible notes to foreign investors.

Time Limit

The Form FC-GPR filing is subject to a strict 30-day deadline, counted from the date of allotment of the capital instruments (such as equity shares, CCPS, or CCDs) to the foreign investor. This means that once the company allots shares or convertible instruments to a non-resident, the clock starts ticking immediately, and the filing must be completed within this timeframe.

This timeline is not calculated from the date of receiving the foreign investment, but from the date on which the Board of Directors passes the resolution to allot the shares and the shares are officially issued in the company’s records.

Filing Through the FIRMS Portal

The RBI has streamlined foreign investment reporting by introducing the FIRMS (Foreign Investment Reporting and Management System) portal. This online platform integrates all FDI-related filings into a Single Master Form (SMF).

To file the FC-GPR, the company must:

Register as a Business User on the FIRMS portal.
Login using the credentials provided after verification by the Authorized Dealer (AD) bank.
Select the "Form FC-GPR" option under the SMF and enter all required details, such as company information, investor details, issue particulars, and pricing details.
Upload supporting documents such as the Board Resolution, valuation certificate, FIRC, KYC, and CS certificate.
Submit the form online through the portal.

Role of the Authorized Dealer (AD) Bank

Although the filing is made on the RBI’s portal, it is routed through the company’s Authorized Dealer (AD) bank. An AD bank is typically the commercial bank that handles the company’s foreign currency transactions and is licensed by the RBI to deal in foreign exchange.

The AD bank plays a important compliance role:

Verification: The bank checks whether the investment complies with FEMA regulations, pricing guidelines, sectoral caps, and entry route rules (automatic or approval route).
Document scrutiny: The bank verifies the FIRC, KYC documents, valuation reports, and other supporting documents before forwarding the filing to the RBI.
Communication: If any clarification or correction is needed, the bank will inform the company before submission.

This routing through the AD bank ensures a dual-level compliance check first at the banking level and then at the RBI level reducing the risk of improper reporting.

Importance of Timely Filing

Missing the 30-day deadline can result in:

A Late Submission Fee (LSF) charged by the RBI.
Potential FEMA penalties, which can be severe for continued non-compliance.
Delays in processing subsequent foreign investment transactions, as AD banks often flag pending FEMA compliance before allowing further remittances.

Therefore, companies should start preparing the FC-GPR filing immediately after the allotment date, ensuring all documents are in place and the FIRMS portal registration is complete.

Documents required

To file Form FC-GPR with the Reserve Bank of India (RBI), the company must prepare and submit a specific set of documents to establish the legality, accuracy, and compliance of the foreign investment transaction. One of the key requirements is the Board Resolution approving the allotment of shares, which serves as formal evidence that the company’s directors have authorized the issuance of capital instruments to the foreign investor. Along with this, a Certificate from a Company Secretary (CS) is necessary, confirming that the allotment complies with the provisions of the Foreign Exchange Management Act (FEMA) and the Companies Act, as well as sectoral caps and entry route requirements.

A Valuation Report issued by a SEBI-registered Merchant Banker or Chartered Accountant must be attached to substantiate that the shares or instruments have been priced according to FEMA’s prescribed guidelines; however, in the case of rights issues, this report is not mandatory. The Foreign Inward Remittance Certificate (FIRC), provided by the receiving bank, is essential to prove that the investment amount has been received in India through proper banking channels in compliance with RBI rules.

The company must also obtain a Know Your Customer (KYC) report from the remitting bank of the foreign investor, which verifies the investor’s identity, address, and other due diligence information in line with anti-money laundering standards. In certain cases, extracts from the Memorandum of Association (MoA) must be included to confirm that the company’s objects clause permits the issuance of such shares. Finally, a Declaration from the company’s Authorized Representative must be submitted, affirming the authenticity of the information provided and the adherence to all applicable legal and regulatory provisions.

These documents collectively ensure that the RBI and the Authorized Dealer (AD) bank can validate the legitimacy of the transaction, confirm compliance with foreign investment norms, and maintain transparency in cross-border capital flows.

Penalty for non-filing

Failure to file within the deadline attracts:

Late Submission Fee (LSF): Rs. 7,500 + (0.025% × A × n)

Where:

A = Amount involved in delayed reporting
n = Number of years of delay (rounded up to the nearest month)

FEMA Penalties: Up to three times the amount involved or Rs. 200,000, whichever is higher, plus Rs.5,000 per day for continuing contraventions.
In extreme cases, the RBI may restrict the company from raising additional foreign capital.

Which Companies Are Required to File an FLA Return?

Meaning and Purpose

The Foreign Liabilities and Assets (FLA) Return is an annual return that must be filed by all entities in India that have received FDI or made ODI. It provides the RBI with a consolidated report of a company’s foreign assets (such as investments in foreign entities) and foreign liabilities (such as FDI received) as of 31st March of a financial year.

Applicability

Filing is mandatory for:

Companies incorporation under the Companies Act, 2013 or 1956 with outstanding FDI or ODI in the current or any previous year.
Limited Liability Partnerships (LLPs) registered under the LLP Act, 2008 with foreign investment or overseas assets.
Partnership firms with FDI or ODI (RBI issues a dummy CIN for filing purposes).
SEBI-registered Alternative Investment Funds (AIFs), partnership firms, public-private partnerships (PPPs), and other bodies corporate engaged in foreign investment activities.

Non-Applicability

Entities are exempt if:

They have only issued shares on a non-repatriable basis to non-residents.
They have no outstanding FDI or ODI by the end of the financial year.
They have only received share application money without allotment of shares.
They have completely transferred their foreign investments to residents before the reporting date.

Filing Process

The FLA Return is now filed online through the RBI’s FLAIR portal, though earlier it was submitted via an Excel utility sent by email. Entities must register on the portal, and authorized persons such as the Company Secretary, CFO, or Director can file the return. If audited accounts are not available by 15th July (the due date), the return must be filed using unaudited figures, with a revised return submitted by 30th September if there are changes after the audit.

Penalty for non-filing

If quantifiable: Penalty up to 300% of the amount involved.
If not quantifiable: Minimum penalty of Rs. 2 lakh.
Continuing contravention: Rs. 5,000 per day after the first day of default.
Late Submission Fee (LSF) of Rs. 7,500 if filed late but before enforcement action.

Additional Compliance Topics to Understand Alongside FC-GPR and FLA

To fully understand FEMA compliance for foreign investment, it’s important to be aware of several related topics:

Form FC-TRS: Required when there is a transfer of shares between residents and non-residents.
Convertible Notes Filing: Startups issuing convertible notes to foreign investors must comply with RBI rules and file Form CN.
ODI Compliance: Filing Form FC and the Annual Performance Report (APR) for investments in foreign subsidiaries or joint ventures.
ECB (External Commercial Borrowing) Reporting: Filing Form ECB and monthly Form ECB-2 for foreign loans.
Single Master Form (SMF): A consolidated RBI platform for all FDI reporting.
Pricing Guidelines: FEMA rules on the valuation of shares issued or transferred between residents and non-residents.
Authorized Dealer (AD) Bank’s Role: All FEMA filings are routed through an AD bank, making their approval crucial for compliance.

FAQs

Q1. What is Form FC-GPR?

Ans. Form FC-GPR stands for Foreign Currency – Gross Provisional Return. It is a mandatory filing with the Reserve Bank of India (RBI) when an Indian company issues eligible capital instruments such as equity shares, compulsorily convertible preference shares (CCPS), or compulsorily convertible debentures (CCDs) to a non-resident investor.

Q2. Why is filing Form FC-GPR important?

Ans. It informs the RBI about foreign investment in India, enabling them to verify compliance with pricing guidelines, sectoral caps, and FEMA norms. It also creates an official record for regulatory and audit purposes.

Q3. Is Form FC-GPR applicable only for large investments?

Ans. No. The requirement applies regardless of the investment amount whether it’s Rs.10 lakh or Rs.100 crore.

Q4. Who is required to file Form FC-GPR?

Ans. The filing is mandatory for:

Private and public companies issuing capital instruments to foreign companies, NRIs, PIOs, foreign venture capital investors, and other eligible non-residents.
Startups and SMEs receiving equity or convertible instruments from foreign investors.
Companies issuing shares upon conversion of convertible notes to foreign investors.

Q5. Does FC-GPR apply if foreign shareholders invest at the time of incorporation?

Ans. Yes. If the company issues share to foreign investors during incorporation, FC-GPR filing is required.

Q6. Do rights issues to foreign shareholders require FC-GPR filing?

Ans. Yes. Even in rights issues, FC-GPR must be filed, although a valuation report may not be required.

Q7. What is the deadline for filing Form FC-GPR?

Ans. The form must be filed within 30 days from the date of allotment of the capital instruments.

Q8. How is Form FC-GPR filed?

Ans. It is filed online via the FIRMS portal of the RBI, under the Single Master Form (SMF) module.

Q9. What is the role of the Authorized Dealer (AD) bank?

Ans. The AD bank verifies the compliance, scrutinizes documents (FIRC, KYC, valuation report, etc.), and routes the filing to the RBI for approval.

Q10. Can I file FC-GPR without FIRMS portal registration?

Ans. No. The company must register as a Business User on the FIRMS portal before filing.

Q11. What documents are mandatory for FC-GPR filing?

Ans. Board Resolution approving the allotment.

Certificate from a Company Secretary confirming compliance with FEMA and the Companies Act.
Valuation Report (from SEBI-registered Merchant Banker or Chartered Accountant).
Foreign Inward Remittance Certificate (FIRC).
KYC report of the foreign investor from the remitting bank.
Extracts of the Memorandum of Association (if applicable).
Declaration from the Authorized Representative.

Q12. Is the valuation report required in all cases?

Ans. No. It is not required for rights issues but is mandatory for fresh issuances to ensure pricing compliance.

Q13. Who issues the FIRC and KYC?

Ans. The FIRC is issued by the receiving bank in India, and the KYC is issued by the remitting bank of the foreign investor.

Q14. What happens if FC-GPR is not filed within the deadline?

Ans. A Late Submission Fee (LSF) will be charged: Rs. 7,500 + (0.025% × A × n), where A is the amount involved, and n is the number of years of delay.

FEMA penalties can be imposed up to 3 times the amount involved or Rs. 2 lakh, whichever is higher.
Continued non-compliance can result in a daily fine of Rs. 5,000.

Q15. Can non-filing affect future investments?

Ans. Yes. Authorized Dealer banks may refuse to process future foreign investment transactions until past FEMA filings are completed.

Q16. Is compounding possible in case of default?

Ans. Yes. RBI allows compounding of contraventions, but this process can take time and may involve additional costs.