When an Indian company issues shares to a foreign investor, the investment has to be reported to the Reserve Bank — on Form FC-GPR, within 30 days. Miss it and a routine filing becomes a FEMA contravention. Here is exactly what FC-GPR needs and how the clock works.
What FC-GPR is, and when it's triggered
FC-GPR — Foreign Currency Gross Provisional Return — is the filing an Indian company makes to the RBI whenever it issues shares or convertible instruments to a person resident outside India. It is how the regulator records that foreign investment came in and that it was done at a proper price. If your subsidiary is funded by its overseas parent subscribing to shares, this filing applies.
The 30-day clock
The filing is due within 30 days of allotment of the shares, through the RBI's FIRMS portal. The detail that trips people up: the clock runs from the date of allotment, not the date the money arrived. Allot first and file late, and you are already in contravention — so the allotment and the filing need to be planned together.
The documents you'll need
The core set is consistent: a valuation certificate establishing fair value; the FIRC (Foreign Inward Remittance Certificate) from the authorised dealer bank confirming the funds; KYC of the foreign investor from the remitting bank; and a company secretary's certificate confirming compliance with the Companies Act and FEMA. Getting these lined up before allotment is what makes the 30-day window comfortable rather than frantic.
The valuation
Shares issued to a non-resident must be priced at or above fair value. That value is certified by a SEBI-registered merchant banker or a chartered accountant, typically using the discounted cash flow method for an unlisted company. Pricing below fair value is a compliance problem in itself, so the valuation is not a formality — it sets the floor for the issue price.
Penalties for filing late
A late or missed FC-GPR is a contravention under FEMA. It can be regularised through compounding, but the penalty scales with the amount involved and the length of the delay — and it is invariably more expensive and slower than simply filing on time. This is a deadline to respect, not to discover after the fact.
The short version
After issuing shares to a foreign investor, file FC-GPR on the FIRMS portal within 30 days of allotment, with the valuation certificate, FIRC, KYC and CS certificate ready. The clock runs from allotment, not funding. Our FEMA team handles FC-GPR and the wider RBI reporting.
Plan the allotment and the FC-GPR as one event. The companies that get caught are the ones who treat the filing as something to deal with afterwards.
Frequently asked questions
Form FC-GPR must be filed within 30 days of allotting shares to the foreign investor, through the RBI's FIRMS portal. The clock starts on the date of allotment, not the date funds are received.
A SEBI-registered merchant banker or a chartered accountant certifies the fair value of the shares, typically using the discounted cash flow method for an unlisted company. Shares must be issued at or above fair value.
Late filing is a FEMA contravention and can be regularised through compounding, with penalties that scale with the amount and the delay. Filing on time is far cheaper than compounding later.