FEMA Annual Compliance Checklist for Companies with Foreign Investment
FC-GPR, FC-TRS, FLA return, Form ESOP, Form CN, ECB-2 and APR: every RBI filing, its trigger, its deadline and what a miss costs.
If your company has a non-resident shareholder, a foreign loan or an overseas subsidiary, you owe the RBI one fixed annual filing, the FLA return by 15 July, and a set of event-based filings with clocks of 30, 60 or 7 days that start on the day a transaction happens. This page lists all of them in one place, in the order they arise, so nothing is discovered at the next funding round.
Who this checklist applies to
You are within FEMA reporting if any of these is true for your Indian company or LLP:
- A non-resident, an NRI, an OCI or a foreign company holds any shares, compulsorily convertible instruments or convertible notes
- Shares have been transferred between a resident and a non-resident at any time
- Stock options or sweat equity have been granted to a non-resident employee or director
- The company has borrowed from a foreign lender under the ECB framework
- The company has invested in a joint venture or subsidiary abroad, or holds overseas portfolio investments
- The company is a branch, liaison or project office of a foreign entity
The first two cover every startup incorporated with a foreign co-founder, which is the case we see most. If that is you, the foreign director incorporation page explains how the first filings are triggered at setup.
The master list: every FEMA filing and its deadline
| Filing | Trigger | Deadline | Portal | Who files |
|---|---|---|---|---|
| Entity Master | First foreign investment, and any change in the company's details or shareholding pattern | Before the first SMF filing; update on change | FIRMS | Indian company |
| FC-GPR | Allotment of equity shares, CCPS or CCDs to a non-resident, including subscription shares at incorporation, rights issues and bonus issues | 30 days from allotment | FIRMS (SMF), via AD bank | Indian company |
| FC-TRS | Transfer of shares between a resident and a non-resident, by sale or gift | 60 days from transfer or receipt of funds, whichever is earlier | FIRMS (SMF) | Resident transferor or transferee |
| FLA return | Foreign investment received or overseas investment made, outstanding on 31 March | 15 July every year; revise after audit if filed on provisional figures | FLAIR | Indian company or LLP |
| Form ESOP | Issue of employee stock options or sweat equity to a non-resident | 30 days from issue | FIRMS (SMF) | Indian company |
| Form CN | Issue or transfer of convertible notes to or by a non-resident (startups only) | 30 days from issue or transfer | FIRMS (SMF) | Indian startup or resident transferor |
| Form DI | Downstream investment by a foreign-owned or controlled Indian company into another Indian company | 30 days from allotment | FIRMS (SMF) | Investing Indian company |
| Form LLP(I) and LLP(II) | Foreign capital contribution to an LLP; transfer of LLP interest | 30 days (LLP-I); 60 days (LLP-II) | FIRMS (SMF) | LLP; resident party |
| Form InVi | Issue of units by an investment vehicle to a non-resident | 30 days from issue | FIRMS (SMF) | Investment vehicle |
| Form ECB | Raising an external commercial borrowing | Before the first drawdown, to obtain the loan registration number | Via AD bank to RBI | Borrower |
| Form ECB-2 | Receipt of ECB proceeds, or any repayment or interest payment | 7 calendar days from the end of the month in which the cash flow occurred; no filing for months without flows (from February 2026) | Via AD bank | Borrower |
| Form FC and ODI Part-II | Investment in a foreign joint venture or subsidiary; later remittances | At the time of investment, through the AD bank | OID application via AD bank | Indian investor |
| Annual Performance Report (APR) | Overseas entity in existence on 31 December of the previous year | 31 December, based on the foreign entity's audited accounts | Via AD bank | Indian investor |
| Form OPI | Overseas portfolio investment, including ESOPs received from a foreign parent | Within 60 days of the half-year end | Via AD bank | Indian investor or employer |
| Annual Activity Certificate | Branch, liaison or project office | 30 September, within six months of the financial year end | AD bank and DGIT (International Taxation) | The office |
Sources: RBI Master Direction on Reporting under FEMA, 1999; FEMA (Non-debt Instruments) Rules, 2019; FEMA (Overseas Investment) Rules and Regulations, 2022; FEMA (Borrowing and Lending) Regulations as amended in February 2026. Deadlines checked September 2026.
The FEMA year, month by month
For a company with foreign shareholders and no ECB or overseas subsidiary, the calendar has one hard date and a standing rule. For everyone else, the additional dates below apply.
April
Confirm 31 March shareholding for the FLA return. Update the Entity Master if the pattern changed during the year. ECB-2 by the 7th if there was a March cash flow.
May to June
Push the statutory audit so the FLA can be filed on audited figures. Chase the AD bank for any pending FC-GPR acknowledgements from the previous year's rounds.
15 July
FLA return due on FLAIR. File on provisional figures if the audit is not done; a revised return is filed after the accounts are signed.
30 September
Annual Activity Certificate for branch and liaison offices. DIR-3 KYC for every director, including foreign directors, under the Companies Act. Revised FLA if provisional figures were used.
31 December
APR due for every overseas subsidiary or joint venture, based on its audited accounts. Form OPI for the half-year to September if applicable.
Every month, on the 7th
ECB-2 for any month in which loan proceeds arrived or a repayment or interest payment went out.
Within 30 days, any time
FC-GPR, Form ESOP, Form CN, Form DI, Form LLP(I) and Form InVi, counted from the allotment or issue date, not from the date the money arrived.
Within 60 days, any time
FC-TRS on any resident to non-resident share transfer, and Form LLP(II). Shares must also be allotted within 60 days of receiving foreign money, or refunded within the next 15.
What each filing needs
FC-GPR
The company must already be on the Entity Master with a registered business user. The filing itself needs the board resolution for the allotment, the Foreign Inward Remittance Certificate and the KYC report on the remitter from the AD bank, a certificate from a practising company secretary confirming the allotment complies with the Act and the NDI Rules, and a valuation certificate for every allotment other than the subscription to the memorandum. A copy of the government approval is attached where the sector or the investor's country requires one. The AD bank verifies within a few days and the RBI issues a unique identification number.
FC-TRS
The transfer agreement or consent letter, the valuation certificate showing the price meets the pricing guidelines, the FIRC or outward remittance certificate for the consideration, the KYC of the non-resident, and the declaration by the non-resident. The company records the transfer only after the acknowledged FC-TRS is produced; recording it earlier is a contravention by the company as well as the parties.
FLA return
The audited or provisional balance sheet as on 31 March, the shareholding pattern showing each foreign holder and their country, foreign liabilities such as ECB or trade credit, and any foreign assets. The return is filed by the company's authorised person on FLAIR after a one-time registration. A company that has fully repatriated foreign investment during the year still files once to report the exit.
ECB-2
The loan registration number, the drawdown or repayment details for the month, utilisation of proceeds against the permitted end-uses, and hedging status. Since February 2026 the return is event-based: a month with no receipt or debt service needs no filing, but a month with either needs the return within seven calendar days of month-end, down from seven working days.
What a missed deadline costs
Reporting delays are regularised by paying the RBI's late submission fee, which is available for three years from the due date. After three years, or where the contravention is more than a reporting delay, the route is a compounding application under section 15 of FEMA.
| Type of report | Late submission fee | Example |
|---|---|---|
| Returns that carry no transaction amount: FLA return, APR, FC-GPR(B), Form OPI, evidence of investment | ₹7,500 flat per return | An FLA return filed in October instead of July costs ₹7,500 |
| Transaction reports: FC-GPR, FC-TRS, Form ESOP, Form CN, Form DI, Form LLP(I) and (II), Form InVi, ECB-2 | ₹7,500 + (0.025% × amount × years of delay, rounded up to the nearest month), capped at 100% of the amount | A ₹2 crore allotment reported 14 months late: ₹7,500 + 0.025% × 2,00,00,000 × 1.17 = about ₹13,350 |
| Beyond three years, or substantive contraventions such as pricing breaches, sectoral cap breaches or receiving money outside banking channels | Compounding by the RBI; penalty under section 13 of FEMA can reach three times the amount involved, or ₹2 lakh where not quantifiable, plus ₹5,000 per day of continuing default | The RBI's compounding orders for late FC-GPR filings typically settle in the low lakhs, plus the professional cost of the application |
Late submission fee matrix per RBI A.P. (DIR Series) Circular No. 16 of 30 September 2022, as applied in September 2026.
The money is rarely the largest cost. An unreported allotment blocks the next FC-GPR, the next FC-TRS on a founder exit, and the due-diligence questionnaire of the next investor. We have seen term sheets held for weeks while a three-year-old subscription-share filing was regularised.
What we do under a FEMA compliance retainer
- Maintain the Entity Master and business-user access on FIRMS, and the FLAIR registration
- Track every allotment, transfer, option grant and loan cash flow against its RBI deadline, alongside the Companies Act filings that run with it
- Prepare and file FC-GPR, FC-TRS, Form ESOP, Form CN, Form DI and ECB-2, including AD-bank query handling until acknowledgement
- File the FLA return by 15 July and the revised return after audit; file the APR and Form OPI where the company has invested abroad
- Issue or arrange the valuation certificates the pricing guidelines require, through our registered valuer practice
- Regularise historic delays through the late submission fee route, and prepare compounding applications where that route has closed
- Answer investor due-diligence questions on FEMA compliance with a complete filing history rather than a reconstruction
The retainer is priced on the number of foreign investors and the expected transaction count for the year, and is usually bundled with outsourced accounting so that the person keeping the books is the person who knows an allotment has happened. For one-off filings, see the fee table on the foreign director incorporation page or the broader FEMA and RBI compliance service.
Frequently Asked Questions
Only the FLA return is strictly annual, due by 15 July from every company that had foreign investment outstanding on 31 March. The rest are event-based: FC-GPR within 30 days of an allotment to a non-resident, FC-TRS within 60 days of a resident to non-resident transfer, Form ESOP and Form CN within 30 days of the relevant issue, and ECB-2 within 7 calendar days of the end of any month with loan cash flows.
15 July each year on the RBI FLAIR portal, for the position as on the preceding 31 March. Where audited accounts are not ready, file on provisional figures and revise once the audit is signed. The late submission fee for a delayed FLA return is a flat ₹7,500.
Returns with no transaction amount, such as the FLA return and the APR, carry a flat ₹7,500. Transaction reports such as FC-GPR and FC-TRS carry ₹7,500 plus 0.025% of the amount for each year of delay, rounded up to the nearest month, capped at 100% of the amount. The facility runs for three years from the due date; after that the only route is compounding.
Yes. The subscription shares taken by a non-resident subscriber to the memorandum are an allotment to a non-resident. The company registers on the Entity Master and files FC-GPR within 30 days of the allotment. This is the filing most often missed by companies incorporated through portals, because nobody tells the founders that the clock is running.
Yes. Following the amendment to the Borrowing and Lending Regulations in February 2026 and the RBI circular of 18 February 2026, Form ECB-2 is filed only for months in which ECB proceeds were received or the loan was serviced, within 7 calendar days of month-end. The monthly nil return is gone. The loan registration number obtained through Form ECB before the first drawdown remains a precondition.
The resident party to the transfer, whether they are buying from or selling to the non-resident, files FC-TRS within 60 days of the transfer or the receipt of funds, whichever comes first. The company should not record the transfer in its register of members until the acknowledged form is produced.
If the due date was less than three years ago, file now and pay the late submission fee through the AD bank; the RBI treats the delay as regularised. If it was more than three years ago, a compounding application to the RBI regional office is the route. Either way, do it before the next transaction rather than during it, because the AD bank will not process a new filing while an earlier one is outstanding.