FC-GPR filing: deadline, documents and late fees when an Indian company issues shares to a foreign investor

A valuation ordered early can go stale before the board allots: its valuation date must fall no more than 90 days before the issue, whenever it was signed. A form your bank sends back for correction counts as reported only on the day you resubmit it.

When is FC-GPR due, and what starts the 30 days?

FC-GPR is due within 30 days of the date of issue of the shares, under regulation 4(1) of the RBI's reporting regulations under the Foreign Exchange Management Act (FEMA), Notification No. FEMA 395/2019-RB, and the RBI's Master Direction on reporting under FEMA. The company files it on the RBI's Foreign Investment Reporting and Management System (FIRMS). The FIRMS user manual defines the date of issue as the date the shares were allotted to the non-resident, so the board's allotment starts the 30 days. The company's authorised dealer (AD) bank, a bank the RBI authorises to deal in foreign exchange, then verifies the form.

The money arriving starts an earlier clock: the company must issue the shares within 60 days of receiving it, or refund it within 15 days after those 60 days end. For partly paid shares the 60 days run from each call payment, and a further FC-GPR is filed as each payment arrives.

The Companies Act, 2013 adds a filing on the same allotment. For a private placement under section 42, the company files PAS-3, the return of allotment, with the Registrar of Companies (RoC) within 15 days, and it may not use the parent's money until the shares are allotted and PAS-3 is filed; until then the money stays in a separate bank account. Other allotments, such as a rights or bonus issue, have 30 days for PAS-3 under rule 12(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

FIRMS works out the due date and any delay itself, so the dates below are illustrative. They assume the parent's money is credited on 2 November 2026 and the board allots the shares on 15 December 2026.

Had the board not allotted by 1 January 2027, the 60th day, the company would have had to refund the money by 16 January 2027.

Which share issues need an FC-GPR?

For an unlisted Indian company, any investment by a non-resident through equity instruments is foreign direct investment (FDI) under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (the NDI Rules), so every issue of equity instruments by a private subsidiary to its foreign parent goes on FC-GPR. Equity instruments are equity shares, including partly paid shares, fully and mandatorily convertible preference shares and debentures, and share warrants. The Master Direction on reporting and the form name these cases:

When a new subsidiary's parent pays for its subscriber shares after incorporation, confirm the date of issue with the AD bank before you file. For the incorporation itself, see setting up in India and the parent's documents for incorporation.

What documents does FC-GPR need?

The RBI's FIRMS user manual lists, in its Annex III, the documents that go with an FC-GPR, each as it applies to the issue:

Enter the investor's name exactly as it appears on the FIRC and the KYC report. Each attachment on FIRMS is limited to 1 MB, so attach only the relevant extracts.

The valuation date stated in the certificate, the date as on which the shares are valued, must be no more than 90 days before the shares are issued. Paragraph 8.11 of the RBI's Master Direction on foreign investment counts the 90 days from the date of the investment, and the FIRMS user manual from the date of the transaction; the day the valuer signs does not count. In the manual's own example, shares issued on 31 March 2024 with a certificate signed on 1 February 2024 that values them as on 15 December 2023 need a revised certificate. Order the valuation close to the board meeting that allots the shares, and check the "as on" date before you file.

Any of the three valuers in the table may certify an unlisted company's valuation under the NDI Rules. A share swap needs a specific valuer: whatever the amount, only a SEBI-registered merchant banker or an investment banker outside India registered with the appropriate regulatory authority in the host country may value it, under paragraph 8.4 of the Master Direction on foreign investment. A group reorganisation that uses a share swap therefore needs that valuer booked before the allotment. For a rights issue, the company attaches a declaration on plain paper that the non-residents pay no less than the price offered to residents, and needs no valuation certificate. For shares subscribed under the MoA at incorporation, which are issued at face value, the manual says the board resolution or a copy of the MoA may be attached.

If someone other than the investor sent the money, the form also needs KYC reports on both, a no-objection certificate from the remitter stating their relationship, a letter explaining why, and the board resolution or agreement. An investor that is an entity or citizen of a country sharing a land border with India, such as Pakistan, Bangladesh or China, or whose beneficial owner, as India's anti-money-laundering law defines it, is a citizen of such a country, needs government approval first, under rule 6(a) of the NDI Rules, and the approval is attached to the form. The beneficial-owner test reaches a parent incorporated in the United States or anywhere else.

How is FC-GPR filed on FIRMS?

FC-GPR is filed in the Single Master Form (SMF) on FIRMS, at firms.rbi.org.in, which is open at all hours. Two registrations come first, and both can be completed before the money arrives, which leaves the 30 days for the filing itself.

Step 1: Register an Entity User and file the Entity Master

The person the company nominates registers as its Entity User with his or her own Permanent Account Number (PAN), the Indian tax number, and an authority letter signed by someone other than the nominee. The RBI verifies the letter and emails a password; if no approval or rejection arrives within 48 hours, contact the RBI Regional Office. The Entity User then files the Entity Master, the company's record of its foreign investment, which the RBI requires once the company has received or expects to receive foreign investment. The Entity Master must be completed in one sitting. A newly formed company enters its latest paid-up capital on a fully diluted basis and zero elsewhere, and later corrections go to the RBI Regional Office for the registered office.

FIRMS takes the shareholding before each issue from the Entity Master and works out the shareholding after it from the form, so the shareholding pattern is not a separate attachment. An out-of-date Entity Master puts a wrong pattern into the FC-GPR, so keep it current after every issue.

Step 2: Register a Business User

FC-GPR is filed by a Business User, a separate login that can be registered only once the company is registered on FIRMS as an entity. The applicant picks an AD bank branch enabled for FIRMS by its Indian Financial System Code (IFSC). The authority letter, in the RBI's format (Annex IV), states the bank account number and its authorised signatory and is signed by the managing director, a director or the company secretary; it goes in with a PAN card or another government-issued identity document, and no board resolution is needed. The AD bank processes the registration, which the RBI's FAQs say usually takes around 2 to 3 working days.

Step 3: Complete Form FC-GPR in the Single Master Form

The Business User selects Form FC-GPR under Return Type and clicks Add New Return. The form records the remittance date, the rupee amount and the FIRC number, with the FIRC and the KYC report attached, and it can be saved as a draft once the common details are complete.

Step 4: Submit, then watch for a send-back

A complete form submitted in time is auto-acknowledged, with an email to the applicant. The AD bank then has 5 working days to verify it; once verified, its status changes from Auto-acknowledged to Approved. If the bank sends the form back for correction, the date you resubmit it counts as the date of reporting for the late fee, so a form submitted on day 29 can end up late if it comes back after day 30. A rejected form is filed again as a fresh Single Master Form, and an incomplete return keeps the delay running until it is complete. For an error found in a form already filed, contact the AD bank immediately.

FIRMS login problems go to fedsupport@rbi.org.in, with your username and registered email address, and questions about a form go first to the AD bank. The RBI's FIRMS user manuals and FAQs set out the registration and filing steps.

What does a late FC-GPR cost?

For up to three years from the due date, a late FC-GPR is regularised by paying a late submission fee (LSF) under Part XIII of the RBI's Master Direction on reporting: Rs 7,500 plus 0.025% of the amount involved for each year of delay, or Rs 7,500 + (0.025% × A × n). For an FC-GPR, A is the amount of the issue reported, and n is the delay in years, rounded up to the next whole month and written to two decimal places, so 3 months is 0.25. The fee is charged per return and cannot exceed 100% of A, a cap that matters only when the amount is about Rs 7,500 or less. FIRMS calculates the exact fee.

On an issue of Rs 4 crore (40 million rupees; a crore is ten million), 0.025% of A is Rs 10,000 a year:

The AD bank advises the fee, and the company pays it to the RBI Regional Office by demand draft or by NEFT or RTGS bank transfer, quoting the form's reference number; the FIRMS manual gives each office's account details. An advice not paid within 30 days lapses, and a fresh request recalculates n to the date of the new application.

Past three years the late fee is no longer available, and the AD bank can only advise compounding, send the form back or reject it. Under the RBI's Master Direction on compounding, the indicative amount for a reporting delay is a fixed Rs 10,000 for each regulation contravened, plus a yearly amount set by the amount involved (Rs 50,000 a year for Rs 1 crore to under Rs 10 crore), pro-rated by months. For the same Rs 4 crore issue reported 3 years and 2 months late, that comes to roughly Rs 1,68,333, about Rs 1.68 lakh (a lakh is one hundred thousand rupees), plus an application fee of Rs 10,000 and 18% goods and services tax (GST), Rs 11,800 in all, against Rs 37,500 under the late fee two months earlier. The RBI says this guidance only broadly indicates the basis and the actual amount may vary; it passes its order within 180 days of receiving a complete application.

Missing the 60-day window to issue the shares is a separate contravention of the NDI Rules, even where interest on a late refund has been paid under the Companies Act; its indicative compounding is a fixed Rs 30,000 plus 0.30% of the amount for a delay under 1 year, rising to 0.75% at 5 years or more. A late PAS-3 carries Companies Act penalties of its own: Rs 1,000 a day up to Rs 25 lakh on the company, its promoters and directors for a private placement (section 42(9)), and Rs 1,000 a day or Rs 1 lakh, whichever is less, on the company and its officer in default for other allotments (section 39(5)).

A filing made neither on time nor with the late fee leaves the company open to penal action under FEMA, where section 13 of the Act sets the ceilings on adjudication: a penalty of up to three times the sum involved, or up to Rs 2 lakh where the sum cannot be quantified, plus up to Rs 5,000 a day while the contravention continues.

Can we download the FC-GPR form?

No. Since 1 September 2018 FC-GPR has existed only as a web form inside the Single Master Form on FIRMS, which merged the old two steps, an Advance Remittance Form (ARF) when the money arrived and an FC-GPR when the shares were issued, into one revised FC-GPR. Paper filing of FC-GPR ended on 8 February 2016. The closest thing to a download is the RBI's FIRMS user manual, which shows the form's fields and the formats of its annexes.

When we checked in October 2026, Google's first result for "fc-gpr" was an old RBI paper form whose file dates from 2003. The form cites FEMA 20/2000-RB, a notification superseded on 7 November 2017 by FEMA 20(R)/2017-RB, which the NDI Rules in turn superseded on 17 October 2019; it asks for FIPB approval numbers and sends the form to the RBI Regional Office. Some guides still ask for a reference number for the advance remittance, a step that ended with the ARF, or a copy of an approval from the Foreign Investment Promotion Board (FIPB), which the Cabinet approved abolishing on 24 May 2017. Investments that need government approval now go to the ministry or department concerned, and the approval is attached to the FC-GPR.

How is FC-GPR different from FC-TRS and the FLA return?

Three RBI reports are easy to confuse:

A late FC-TRS carries the same late submission fee formula as a late FC-GPR. When the company itself invests in another Indian company, a downstream investment, it reports that on Form DI within 30 days of the allotment. For every date in the year, see the year's other filing dates.

LegalJini, which has worked with companies since 2004, sets up a foreign company's Indian subsidiary for a one-time fee of USD 1,500, which includes the FDI and FEMA filings: see the subsidiary set-up and LegalJini's FDI advisory service. For a question about an issue to your parent, write to support@legaljini.com or use the callback form on the website; LegalJini replies to every enquiry within 12 hours.

Frequently asked questions

Has the RBI changed the FC-GPR rules in 2026?

The FC-GPR reporting rule itself has not changed in 2026. The RBI's Master Direction on reporting under the Foreign Exchange Management Act, in its version updated as on 1 October 2026, last amended its FC-GPR paragraph on 10 April 2023, and regulation 4(1) of the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, which sets the 30 days, has not been amended. The late submission fee formula dates from the RBI's circular of 30 September 2022, and the amendment of 30 March 2026 to the fee table changed only its entries for external commercial borrowings.

Do the draft Foreign Investment Rules, 2026 change FC-GPR?

Not while they remain a draft. The RBI published the draft Foreign Exchange Management (Foreign Investment) Rules, 2026 on 21 July 2026 to replace the Non-Debt Instruments Rules of 2019, and comments closed on 31 August 2026. No final rules had been notified by October 2026, and the draft leaves the mode of payment and the reporting requirements to the RBI.