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FEMA & Cross-Border Transactions

FC-GPR Filing — FDI Reporting to RBI

FC-GPR / FDI Reporting

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STARTING FROM₹14,999
TYPICAL TIMELINE7–10 days
DOCS REQUIRED4 documents

Overview

FC-GPR is the form through which an Indian company reports the issue of shares against foreign investment to the RBI. Under the Foreign Exchange Management Act 1999 read with the Foreign Exchange Management (Non-debt Instruments) Rules 2019 and the RBI Master Direction on Foreign Investment in India, the company must file Form FC-GPR with its AD bank within the prescribed period of allotting shares to a non-resident investor (VERIFY: the prescribed period for the FC-GPR filing under the current Master Direction). The form records the share issue, the foreign investment received, and the pricing.

The FC-GPR is the point where the RBI's foreign investment record is created. Without the filing, the investment exists in the company's records but not in the RBI's — the investor's money came in, the shares were allotted, and the reporting that makes it a lawful foreign investment never happened. The company's obligation to file is not delegable, and the AD bank is the channel through which the report flows.

The cost of a missed or late FC-GPR is a FEMA contravention with the penalty exposure of the Act, and the practical record defects that surface at the next round: investors and their counsel check the previous filings, and an unreported issue is a defect in the cap table's regulatory record. The tax side also depends on the record — the pricing reported in FC-GPR is the basis the department examines.

This service is for companies issuing shares to non-resident investors. We prepare Form FC-GPR with the share issue and pricing particulars, file it through the AD bank within the prescribed period, coordinate the KYC and remittance evidence, and maintain the FDI records so every round leaves the RBI record current.

How It Works

  1. 1

    Issue & Pricing Review

    We review the share allotment, the foreign remittance and the pricing against the FDI framework.

    Harun Raaj & Associates does this2-3 days
  2. 2

    FC-GPR Preparation

    We prepare Form FC-GPR with the share issue and investor particulars.

    Harun Raaj & Associates does this3-5 days
  3. 3

    AD Bank Filing

    We file the form through the AD bank within the prescribed period and track the acknowledgment.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Records & Register Update

    We update the FDI records, registers and the investor's documentation.

    Harun Raaj & Associates does this1 week
  5. 5

    Query & Compliance Support

    We answer any RBI or bank queries on the filing.

    Harun Raaj & Associates does thisAs required

Frequently Asked Questions

What is Form FC-GPR and when exactly must it be filed after issuing shares to a foreign investor?
Form FC-GPR (Foreign Currency — Gross Provisional Return) is the statutory reporting form an Indian company must file on the RBI FIRMS (Foreign Investment Reporting and Management System) portal to report the issuance of equity instruments to a non-resident. Under Regulation 4 of the Foreign Exchange Management (Non-Debt Instruments) Rules 2019, FC-GPR must be filed within 30 days of the date of allotment of shares or compulsorily convertible instruments. The 30-day clock runs from the date the board resolution approving allotment is passed and the securities are issued in the company's register of members — not from the date of receipt of funds. Filing after the 30-day window constitutes a contravention under Section 13 of FEMA 1999 and requires voluntary compounding with the RBI regional office.
Which documents must be attached to the FC-GPR filing on the FIRMS portal?
The RBI FIRMS portal requires the following attachments for FC-GPR: a KYC report on the foreign investor prepared by the AD bank of the investor's bank abroad; a valuation certificate from a SEBI-registered Merchant Banker or Chartered Accountant (for unlisted companies, valuation under Internationally Accepted Pricing Methodology per FEMA NDI Rules 2019 Schedule I); the board resolution approving the allotment; the FIRC (Foreign Inward Remittance Certificate) or bank debit advice evidencing receipt of funds; the share certificate or demat credit confirmation; and a declaration by the company's authorised signatory confirming FDI sector compliance and applicable entry route. For convertible instruments, the conversion terms and valuation at conversion must also be documented. Incomplete filings are rejected and re-submission restarts the 30-day compliance clock for compounding purposes.
We are a startup that raised a SAFE note from a US investor — does SAFE trigger FC-GPR requirements?
A Simple Agreement for Future Equity (SAFE) is treated as a compulsorily convertible instrument under the Foreign Exchange Management (Non-Debt Instruments) Rules 2019 if it mandatorily converts into equity on specified trigger events, which is the standard SAFE structure. As a compulsorily convertible instrument, the receipt of funds under the SAFE triggers the requirement to report the inward remittance and file for prior reporting on the FIRMS portal, and the subsequent equity allotment upon conversion requires FC-GPR filing within 30 days of conversion. The valuation at the time of conversion must be certified by a SEBI-registered Merchant Banker or Chartered Accountant per Schedule I of the NDI Rules 2019. SIM-type instruments that are optionally convertible or carry guaranteed returns are treated as debt and fall under the FEMA debt instrument rules, not the NDI Rules — so the characterisation of the instrument is critical before any filing is made.
Our company issued equity to a foreign investor but the funds came in tranches over several months — how do we handle FC-GPR for staggered receipts?
Each tranche of equity issuance to a non-resident requires a separate FC-GPR filing within 30 days of that specific allotment, even if the overall fundraise is part of a single round. Under Regulation 4 of the Foreign Exchange Management (Non-Debt Instruments) Rules 2019, the filing obligation attaches to each allotment event, not to the fundraising agreement as a whole. If the company receives funds in tranches but delays allotment until the full amount is received, the 30-day window runs from the single allotment date — but this approach carries risk if the delay between remittance receipt and allotment is not documented with a clear commercial justification, as RBI may question funds held without allotment beyond the normal processing period. The AD bank must be kept informed of each inward remittance through the FIRC/bank advice and ideally informed that the allotment is pending for a documented reason.
Is there any sectoral FDI restriction we need to verify before accepting foreign investment, and who verifies it?
Yes — before accepting any FDI, the Indian company must verify that the business activity in which FDI is proposed falls under the permissible sectors under the Consolidated FDI Policy issued by DPIIT (Department for Promotion of Industry and Internal Trade) and the Foreign Exchange Management (Non-Debt Instruments) Rules 2019, Schedule I. Prohibited sectors include gambling, lottery, chit funds, Nidhi companies, and manufacture of tobacco products. Several sectors — including defence, broadcasting, print media, mining, and banking — require prior government approval. The automatic route is available for most manufacturing and services sectors up to 100%, but specific sub-sector caps and conditions must be verified. The statutory responsibility for FDI compliance under FEMA rests with the Indian company and its directors, not with the foreign investor or the AD bank; the FC-GPR declaration filed by the company includes a representation confirming sectoral compliance.

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