The day a foreign investor wires money into your company is exciting, but it also starts a compliance clock. Under the Foreign Exchange Management Act (FEMA), whenever an Indian company issues shares or other capital instruments to a person resident outside India, it must tell the Reserve Bank of India (RBI). You do this by filing Form FC-GPR. Missing the deadline does not void the investment, but it creates a reporting default that becomes more expensive and more awkward the longer you ignore it. This lesson walks you through the filing, the late fee, and the annual return that follows.
What FC-GPR is and when to file
FC-GPR stands for Foreign Currency-Gross Provisional Return. It is the form through which an Indian company reports a fresh issue of capital instruments, such as equity shares, compulsorily convertible preference shares (CCPS), or compulsorily convertible debentures (CCDs), to a foreign investor. It is filed electronically on the RBI's FIRMS portal (firms.rbi.org.in) under the Single Master Form.
The deadline is 30 days from the date of allotment. This is the single most misunderstood point for first-time founders. The 30 days run from the date your board actually allots the shares, not from the date the money arrived. You can receive funds, wait, and allot later, but once the allotment happens the clock is running. Practically, this means you should allot within 60 days of receiving the money (a separate FEMA requirement) and then file FC-GPR within 30 days of that allotment.
How the filing works
FC-GPR is routed through your Authorised Dealer (AD) bank, which is the bank that received the inward remittance. Before filing, gather the core documents:
- The Foreign Inward Remittance Certificate (FIRC) and KYC report from the AD bank.
- A valuation certificate confirming the shares were issued at or above fair value, from a chartered accountant, a SEBI-registered merchant banker, or a practising cost accountant.
- A company secretary certificate and the board resolution for the allotment.
- A declaration that the pricing and sector conditions comply with FDI rules.
You first register your company entity on FIRMS, then submit the FC-GPR. The AD bank reviews it, may raise queries, and approves it. Keep responding until you see the acknowledgement.
If you miss the deadline: the Late Submission Fee
RBI created a simple way to regularise late filings called the Late Submission Fee (LSF), set out in A.P. (DIR Series) Circular No. 16 dated 30 September 2022. Instead of a full compounding proceeding, you pay a formula-based fee:
LSF = 7,500 + (0.025% x A x n)
Here "A" is the amount involved in the delayed filing, and "n" is the number of years of delay, rounded up to the nearest month. The total LSF is capped at 100 percent of "A". The option to pay LSF is available for up to three years from the original due date. Beyond that window, you are into formal compounding of a FEMA contravention, which is slower and can be far costlier. So if you realise you missed a filing, act quickly rather than hoping it goes away.
The annual FLA return
FC-GPR is a one-time, per-transaction report. The Foreign Liabilities and Assets (FLA) return is different: it is an annual return that captures your outstanding foreign investment position as at 31 March each year. Any Indian company, LLP, or other entity that has received FDI or made overseas investment, and still has it outstanding at year-end, must file it, even in years with no new investment.
The FLA return is filed on RBI's separate FLAIR portal (flair.rbi.org.in), and the annual due date is 15 July. If your accounts are not yet audited by then, file using provisional or unaudited figures to meet the deadline, and submit a revised return once the audit is finalised, by end September. Skipping the FLA return is itself a FEMA contravention, so mark it on your compliance calendar every year alongside your other statutory filings.
In short: report every foreign share allotment on FC-GPR within 30 days, fix any delay promptly through the LSF, and file the FLA return each July for as long as foreign investment sits on your cap table.