An Indian company that issues shares to a non-resident has two reports to make, not one. The return of allotment in Form PAS-3 goes to the Registrar of Companies, and almost every founder knows about it. The second goes to the Reserve Bank of India in Form FC-GPR, through the company's bank, and it is the one that gets missed. It is also the one that blocks the next foreign investment, the next share transfer to a non-resident and, eventually, the repatriation of the investor's money if it is not on record. This guide walks through the filing the way we do it: the registrations that must exist before the form can be filed, the documents the bank will ask for, the 30-day deadline, the late fee if it is missed, and the reasons forms come back.
Form FC-GPR reports an issue of shares or other equity instruments to a person resident outside India. It is filed on the RBI's FIRMS portal by the company's Business User within 30 days of the date of allotment, with the FIRC and KYC report from the AD bank, the board resolution, a company secretary certificate and, for any allotment other than subscription to the memorandum at face value, a valuation certificate. The AD bank verifies the form and the RBI records the investment. A late form attracts a late submission fee of ₹7,500 plus 0.025% of the amount for each year of delay.
What FC-GPR reports, and when it is triggered
FC-GPR is the RBI's record of foreign direct investment coming into an Indian company by way of fresh issue. It is triggered every time the company issues equity instruments to a person resident outside India: equity shares, compulsorily convertible preference shares or debentures, and share warrants, whether on incorporation, in a priced round, on a rights issue, or on conversion of an earlier instrument. Transfers of existing shares between a resident and a non-resident are reported separately in Form FC-TRS within 60 days.
The filing most often missed is the first one. When a company is incorporated with a foreign co-founder or a foreign parent, the shares the non-resident takes on the memorandum are an allotment to a non-resident, and FC-GPR is due within 30 days of that allotment. If you are at that stage, our page on Pvt Ltd incorporation with a foreign director or shareholder sets out the full sequence from apostille to FC-GPR, and the wholly owned subsidiary page covers the case where the shareholder is a foreign company.
The three clocks that run before and after allotment
| Clock | Starts | Limit | If missed |
|---|---|---|---|
| Allot the shares | Receipt of the subscription money in India | 60 days | The money must be refunded within 15 days after the 60 days run out; holding it longer is a contravention |
| File FC-GPR | Date of allotment | 30 days | Late submission fee, for up to three years from the due date |
| File PAS-3 with the ROC | Date of allotment | 30 days | Additional fees and a penalty under the Companies Act; not a FEMA matter |
The 60-day and 15-day limits come from the Non-debt Instruments Rules, 2019; the 30-day FC-GPR limit from the RBI Master Direction on Reporting under FEMA.
Before the form: FIRMS registration and the Entity Master
FC-GPR is filed inside the Single Master Form on the RBI's FIRMS portal. The portal will not let anyone file until two users exist, each approved by a different institution. This is the step that eats the 30 days when it is left until after allotment, so we start it as soon as the money is on its way.
- Entity User registration. A person authorised by the company applies on the FIRMS portal with an authority letter on the company's letterhead, signed by a director or the company secretary, and the authorised person's identity proof. The RBI approves the registration and sends login credentials by email.
- Entity Master. The Entity User fills in the company's master data: CIN, PAN, registered address, the NIC code of the activity, paid-up capital on a fully diluted basis, and every foreign investment the company already holds. The Entity Master is the RBI's picture of the company's foreign ownership; if it is wrong, every later form is checked against the wrong numbers.
- Business User registration. The person who will actually file the forms registers as a Business User and selects the AD bank branch that will verify them. The AD bank approves the Business User after its own KYC.
- Filing in the Single Master Form. The Business User selects FC-GPR, enters the allotment, investor and remittance details, uploads the documents and submits. The AD bank verifies the form, raises queries if needed, and approves it, after which the investment is on the RBI's record.
The Entity User and Business User can be the same person, but the approvals are separate and run in sequence. For an existing company that already has FIRMS users, the step is a check that the Entity Master reflects the last allotment before the next one is filed.
The documents the AD bank will ask for
| Document | Who provides it | Watch for |
|---|---|---|
| FIRC (Foreign Inward Remittance Certificate) or bank certificate for each remittance | The company's AD bank, on request after the money is credited | One FIRC per remittance; the remitter's name must be the allottee's name |
| KYC report on the non-resident remitter | Obtained by the AD bank from the overseas remitting bank | Usually the slowest document; request it the day the money arrives |
| Board resolution for the allotment | The company | The allotment date in the resolution is the date the 30 days run from |
| Valuation certificate | A chartered accountant, SEBI-registered merchant banker or practising cost accountant | Not needed for subscriber shares at face value; for any later issue the price cannot be below fair value and the report must be under 90 days old on the allotment date |
| Company secretary certificate | The company secretary or a practising company secretary | Confirms compliance with the Companies Act and the FEMA conditions on the issue; must be signed and dated after the allotment |
| Memorandum of association (subscriber shares) or PAS-3 (later allotments) | The company | The number of shares and the consideration must agree with the form |
| Declaration on sector, route and beneficial ownership | The company, inside the form | Confirms the activity is under the automatic route and that no investor or beneficial owner is from a country sharing a land border with India |
AD banks sometimes ask for more: the investor's passport or certificate of incorporation, the shareholders' agreement, or a foreign investment certificate. Ask the branch for its checklist before the Business User is approved.
When the valuation certificate is needed
Rule 21 of the Non-debt Instruments Rules lets a non-resident subscribe to the memorandum at face value, so the first FC-GPR of a newly incorporated company carries no valuation. Every allotment after that is priced: the issue price to a non-resident cannot be lower than the fair value worked out under an internationally accepted pricing methodology on an arm's length basis. A seed round, a rights issue to a foreign co-founder, a conversion of a note: each needs its own certificate dated within 90 days before the allotment. The same round usually needs an income-tax value too, and the two are not interchangeable; our business valuation practice issues the FEMA pricing certificate and the income-tax report together where both are needed.
Filing FC-GPR, step by step
- Day 0, before the money arrives. Confirm the sector is under the automatic route, check the land-border position of every investor and beneficial owner, and register the Entity User if the company does not have one.
- Money arrives. Ask the AD bank for the FIRC and the KYC report the same day. Check that the net amount credited covers the allotment; bank charges deducted abroad leave a shortfall that must be made good or reflected in the number of shares.
- Valuation, if needed. Obtain the fair-value certificate before the board meets, so the price is fixed against it.
- Allotment. The board allots within 60 days of receipt. The 30-day FC-GPR clock starts here. File PAS-3 with the ROC in parallel.
- Entity Master update and Business User. Bring the Entity Master up to date and have the Business User approved by the AD bank.
- CS certificate. The company secretary certifies the issue after reviewing the resolution, the FIRC and the valuation.
- File the form. The Business User files FC-GPR in the Single Master Form with every document uploaded. Aim for day 20, not day 30, because bank queries take time to answer.
- AD bank verification. The bank either approves, raises a query, or rejects. A rejected form has to be filed again, and if the refiled form goes in after the deadline the company should expect a late submission fee, so a rejection close to day 30 usually makes the form late.
- Record and diarise. Keep the approved acknowledgment with the share records. The holding now feeds the FLA return due by 15 July, which is on our FEMA annual compliance checklist.
What a late FC-GPR costs
A delay of up to three years from the due date is regularised by paying a late submission fee rather than going through compounding. For transaction reports such as FC-GPR, FC-TRS and Form ESOP, the fee under RBI A.P. (DIR Series) Circular No. 16 of 2022 is:
LSF = ₹7,500 + (0.025% × amount involved × years of delay)
The delay is counted in years, rounded up to the nearest month, and the total is capped at 100% of the amount involved. The portal calculates the fee when the late form is filed and the RBI's intimation states the time allowed for payment.
| Allotment | Delay | Calculation | Late submission fee |
|---|---|---|---|
| Subscriber shares of a foreign co-founder, ₹49,000 | 5 months | ₹7,500 + 0.025% × 49,000 × 5/12 | About ₹7,505 |
| Seed round from an overseas fund, ₹1 crore | 8 months | ₹7,500 + 0.025% × 1,00,00,000 × 8/12 | About ₹9,167 |
| Parent's capital into a subsidiary, ₹5 crore | 2 years | ₹7,500 + 0.025% × 5,00,00,000 × 2 | ₹32,500 |
For small allotments the flat ₹7,500 is almost the whole fee, which is why a missed subscriber-share FC-GPR is cheap to fix but expensive to ignore: every later FEMA form is held up until it is cleared.
Beyond three years, or where the issue itself breached a FEMA condition (price below fair value, money received outside banking channels, a sector cap exceeded), the late fee is not available. The company applies to the RBI for compounding under section 15 of FEMA, and the penalty exposure under section 13 is far higher.
Why FC-GPR forms come back
The FC-GPR is one of several things that change for the people on the board once a foreign investor or director is involved. The tax side, including TDS on any fees paid to a non-resident director, is covered in our guide to NRI and foreign directors' tax and compliance, and the director documents in DSC and DIN for a foreign national director.
What we charge
| Engagement | Indicative professional fee |
|---|---|
| FC-GPR filing after allotment (FIRMS users, Entity Master, CS certificate coordination, AD bank queries until approval) | ₹8,000 – ₹12,000 |
| FEMA pricing valuation for FC-GPR or FC-TRS | ₹15,000 – ₹25,000 |
| FLA annual return | ₹4,000 – ₹6,000 |
| Annual FEMA and ROC compliance retainer for a foreign-owned company | ₹30,000 – ₹50,000 per year |
Indicative professional fees for typical engagements, excluding GST, government and ROC fees, stamp duty and any late submission fee payable to the RBI. The final fee depends on scope and volume and is confirmed in writing before work starts. Fees are subject to change without notice.
Frequently Asked Questions
30 days from the date of allotment of the shares or other equity instruments to the non-resident. The allotment itself must happen within 60 days of receiving the money, failing which the amount must be refunded within 15 days.
Yes. Shares taken by a non-resident subscriber to the memorandum are an allotment to a non-resident and must be reported in FC-GPR within 30 days. They are issued at face value, so no valuation certificate is needed for that first filing.
The company, through a Business User registered on the FIRMS portal and approved by its AD bank. Before that, an Entity User approved by the RBI must set up the company's Entity Master. The AD bank verifies and approves the filed form.
The FIRC and the KYC report on the remitter from the AD bank, the board resolution for the allotment, a company secretary certificate, the memorandum or PAS-3, and for any allotment other than subscriber shares at face value, a valuation certificate less than 90 days old.
₹7,500 plus 0.025% of the amount involved for each year of delay, with the delay rounded up to the nearest month and the total capped at the amount involved. The late fee route is available for three years from the due date; after that the delay is regularised through compounding.
Yes. The form is corrected and filed again. If the fresh filing goes in after the 30-day deadline, expect a late submission fee, which is why we file around day 20 and answer bank queries the same day.
Sources
- Authority: Reserve Bank of India. Title: Master Direction on Reporting under Foreign Exchange Management Act, 1999; FIRMS and Single Master Form user manual; A.P. (DIR Series) Circular No. 16 of 30 September 2022 on late submission fees. View Source. Accessed: October 2026.
- Authority: Ministry of Finance, Department of Economic Affairs. Title: Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Rules 2, 21 and Schedule I. Accessed: October 2026.
- Authority: Ministry of Corporate Affairs. Title: Companies Act, 2013, sections 39 and 42; Form PAS-3. View Source. Accessed: October 2026.
Missed an FC-GPR, or about to allot?
We set up the FIRMS users, line up the FIRC, KYC, valuation and CS certificate, and stay with the AD bank until the form is approved. Late filings are regularised with the fee worked out in advance. See our FEMA and RBI compliance services.
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Written by CA Karan Shah
Founder of KC Shah & Associates. Incorporates and advises startups with foreign founders and investors, handles their FEMA reporting in-house, and provides outsourced accounting, Zoho Books implementation and Virtual CFO services to startups and SMEs across India.