# FDI Compliance & FC-GPR Filing

> When an Indian company issues shares or other capital instruments to a foreign investor, it must allot them within 60 days of receiving the money (or refund within the next 15 days), price them at or above fair value, and report the issue in Form FC-GPR on RBI's FIRMS portal within 30 days of allotment. Investment from a country sharing a land border with India needs government approval first.

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

Most sectors allow foreign investment under the automatic route, but sectoral caps, conditions and the government route still apply in some — so the first step is confirming the route and limit for your business activity. The AD bank then issues the FIRC and KYC report for the inward remittance.

For an unlisted company, the issue price must not be below the fair value worked out by a chartered accountant, SEBI-registered merchant banker or practising cost accountant using an internationally accepted pricing method. We coordinate the valuation, board and shareholder approvals, PAS-3 with the ROC and the FC-GPR with all its attachments, so the AD bank approves it first time.

Missed a deadline? Delayed FC-GPR filings can usually be regularised with a late submission fee; long-pending or repeated defaults may need compounding with RBI. We assess which applies and prepare the filing.

## Key facts

| Item | Detail |
| --- | --- |
| Law | FEMA 1999; Non-Debt Instruments Rules, 2019; RBI Master Direction on Foreign Investment |
| Allotment | Within 60 days of receiving funds; otherwise refund within 15 days |
| FC-GPR | Within 30 days of allotment, on FIRMS |
| Pricing (unlisted) | Not below fair value certified by a CA, merchant banker or cost accountant |
| Land-border countries | Government approval required (Press Note 3, 2020) |
| Late filing | Late submission fee; compounding for serious delays |

## Who needs this

- Startups raising money from foreign angels or VC funds
- Indian subsidiaries receiving capital from a foreign parent
- Companies converting foreign loans or payables into equity
- Companies with pending or delayed FDI filings

## What's included

- Route and sectoral-cap check
- Valuation coordination and pricing compliance
- Entity Master and business-user registration on FIRMS
- FC-GPR preparation, filing and AD-bank follow-up
- Regularisation of delayed filings

## Documents

- FIRC and KYC report from the AD bank
- Valuation certificate
- Board / shareholder resolutions and PAS-3
- Investor KYC and share certificates

## Process

1. **Check** — Route, cap and pricing confirmed before money arrives.
2. **Allot** — Shares allotted and ROC filings made on time.
3. **Report** — FC-GPR filed on FIRMS and approved by the AD bank.

## Also covers

- **FDI reporting** — FC-GPR, Form ESOP, Form CN for startup convertible notes and LLP capital contributions.
- **Downstream investment** — Indirect foreign investment by FDI-owned Indian companies.

## FAQs

### What is the due date for FC-GPR?

Within 30 days from the date of allotment of the shares — the clock starts at allotment, not when the money arrives.

### What if shares aren't allotted within 60 days?

The money must be refunded to the investor within 15 days after the 60-day period ends; keeping it longer is a FEMA contravention.

### Do we need RBI approval for FDI?

Not in automatic-route sectors within the cap. Government approval is needed for government-route sectors and for investors from countries sharing a land border with India.

### Is the FLA return also required?

Yes, a company with foreign investment must file the annual FLA return with RBI by 15 July each year.

## 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
- DPIIT — Consolidated FDI Policy: https://dpiit.gov.in/

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This is general information, not advice for your specific facts.