# FC-TRS Filing for Share Transfers

> When shares of an Indian company move between a resident and a non-resident, the transfer must be priced under FEMA rules — a non-resident buyer pays at least fair value, a non-resident seller receives no more than fair value — and reported in Form FC-TRS on RBI's FIRMS portal within 60 days of the transfer or receipt of payment, whichever is earlier. The resident party usually files it.

Practice: FEMA & RBI Compliance — https://www.industax.com/services/fema-rbi/

The 60-day clock is easy to misjudge: if the share purchase agreement is executed on 10 January and the money arrives on 1 March, the deadline runs from 10 January. We map the dates in your agreement before signing so the filing is never late.

FEMA allows up to 25% of the price to be paid on a deferred basis within 18 months, through escrow or as an indemnity — useful in M&A deals — as long as the overall pricing still complies. Stamp duty of 0.015% applies on transfer of shares.

## Key facts

| Item | Detail |
| --- | --- |
| Deadline | 60 days from transfer or payment, whichever is earlier |
| Who files | Resident transferor or transferee (or the non-resident holding on non-repatriation basis) |
| Pricing | Non-resident buys at ≥ fair value; sells at ≤ fair value |
| Deferred payment | Up to 25% of consideration within 18 months |
| Portal | RBI FIRMS, verified by the AD bank |

## Who needs this

- Founders selling shares to a foreign investor
- Residents buying out a foreign shareholder
- NRIs transferring shares to resident relatives
- Acquirers in cross-border share deals

## What's included

- Pricing and valuation coordination
- Agreement review for deferred-consideration terms
- FC-TRS filing and AD-bank follow-up
- Share register and SH-4 updates

## Documents

- Share purchase agreement
- Valuation certificate
- FIRC / remittance proof and KYC
- SH-4 and stamp-duty proof

## Process

1. **Price** — Fair value established for the right direction.
2. **Transfer** — Agreement, SH-4 and payment completed.
3. **Report** — FC-TRS filed within 60 days.

## FAQs

### Who is responsible for filing FC-TRS?

The resident transferor or transferee, or the non-resident holding shares on a non-repatriation basis, as the case may be.

### Is FC-TRS needed when an NRI gifts shares to a resident relative?

Transfers by way of gift have their own conditions under FEMA; we confirm whether reporting is required for your specific case before the transfer.

### Can part of the payment be deferred?

Yes, up to 25% of the total consideration can be deferred for up to 18 months, provided pricing guidelines are met.

## Official sources

- RBI — FIRMS portal (Single Master Form): https://firms.rbi.org.in/
- RBI — Master Directions (Foreign Investment, Overseas Investment, LRS): https://www.rbi.org.in/Scripts/BS_ViewMasterDirections.aspx

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Canonical page: https://www.industax.com/services/fema-rbi/fc-trs-filing
Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.