FC-GPR filing is the report an Indian company must submit to the Reserve Bank of India
within 30 days of allotting shares or other equity instruments to a foreign investor,
made online through the FIRMS portal and routed for verification through the company’s
authorised dealer bank. The 30 days run from the date of allotment, not from the
date the money arrived, which is the single most misunderstood point in the
entire process.

For a startup closing its first round with an overseas investor, this is the compliance
step that most often gets discovered late. The Companies Act side of the round usually
goes smoothly, because founders and their advisers are watching it. The exchange control
layer is quietly assumed to be the bank’s responsibility, and it is not. Missing the
FC-GPR filing deadline does not invalidate the allotment, but it creates a FEMA default
that must be regularised through a Late Submission Fee or, past three years, through
compounding. This guide sets out the whole
FC-GPR FDI reporting process
in the order it actually happens.

30
Days from the date of allotment to file FC-GPR on the FIRMS portal
60
Days from receipt of consideration to issue the instruments — else refund in 15 days
6
Attachments required, every one of which should exist before the allotment
3 Yrs
The Late Submission Fee window — after that, compounding is the only route

What Is FC-GPR Filing and When Is It Required?

FC-GPR stands for Foreign Currency Gross Provisional Return. An FC-GPR
filing is required whenever an Indian company issues equity instruments to a person
resident outside India under the foreign direct investment route, and the obligation
sits with the Indian investee company — not with the investor and not
with the bank.

Equity instruments for this purpose are wider than founders expect. They cover equity
shares, compulsorily convertible preference shares, compulsorily convertible debentures
and share warrants. A round structured as
CCPS, which is how most
institutional rounds in India are papered, triggers the same reporting obligation as a
plain equity issue. What is not covered is any instrument that is optionally
convertible or redeemable, because that is treated as debt under the exchange control
framework and follows the external commercial borrowing route instead.

👤
ESOP exercise
A foreign employee exercising stock options

An allotment to a non-resident, and it needs reporting like any other issue.

📄
Rights issue
Taken up by an existing overseas shareholder

Familiar shareholder, same obligation — the instrument is still issued to a non-resident.

🏢
Parent funding
A WOS receiving further capital from its overseas parent

Every tranche needs reporting, however routine it feels internally.

🚫
Not FC-GPR
Optionally convertible or redeemable instruments

Treated as debt under exchange control and routed through ECB instead.

When Does the 30-Day Clock Actually Start?

On the date of allotment. The FC-GPR filing clock starts when the board passes the
allotment resolution and the instruments are issued — not when the
foreign remittance is credited to the company’s account.

This matters because the two dates are rarely the same. Subscription money often sits in
a share application account for weeks while conditions precedent are cleared. A founder
who counts 30 days from the wire transfer will either panic early or, more commonly,
assume the window has already closed and stop thinking about it.

A second and independent deadline runs alongside. Under the FEMA Non-Debt
Instruments Rules, 2019, equity instruments must be issued within 60 days of
receipt of the consideration, and if they are not, the money must be refunded to the
investor within 15 days. So the sequence is: funds arrive, allot within 60 days, then
report within 30 days of that allotment. Where different investors are allotted on
different dates, each allotment carries its own separate window.

📌 Note: The separate Advance Reporting Form was
discontinued when the Single Master Form regime took effect, and the inward remittance
details it used to capture now sit inside FC-GPR itself. Older checklists still list it
as a first step, which sends founders looking for a form that no longer exists. What
does remain separate is the one-time Entity Master registration.

What Documents Do You Need Before You Start?

An FC-GPR filing needs six attachments, and every one of them should
exist before the allotment rather than after it. The FIRMS portal does not save partial
drafts reliably, so assembling the pack first is not merely good practice.

• FIRC — the Foreign Inward Remittance Certificate issued by the authorised dealer bank, evidencing receipt of the funds from outside India
• KYC report on the investor — issued by the remitting bank and shared with the Indian company’s authorised dealer bank
• Valuation certificate — certifying fair value under Rule 21 of the FEMA Non-Debt Instruments Rules, 2019, from a Chartered Accountant, a SEBI-registered Category I merchant banker or a practising Cost Accountant
• Company Secretary certificate — in the format prescribed in the Single Master Form, confirming that the issue complies with the Companies Act 2013 and the FDI policy
• Board resolution — approving the allotment, with the list of allottees and the instruments issued to each
• Declaration and, where relevant, government approval — signed by the authorised representative, together with any approval required where the sector is on the government route or the investor is from a country sharing a land border with India

Get the valuation certificate
dated on or before the allotment date. A certificate dated afterwards is the most common
trigger for a query from the bank, because it suggests the price was fixed without
reference to fair value. The issue price must not fall below the certified fair value;
pricing below it is a FEMA defect in its own right and cannot be cured by the
reporting.

How Do You Complete an FC-GPR Filing on the FIRMS Portal, Step by Step?

Eight steps, of which the first two are one-time registrations that should be completed
before the round closes rather than during it. Companies attempting registration
and reporting in the same 30-day window almost always run out of time.

1
Register the company as an entity on FIRMS

The Entity Master registration captures the company’s identity, its authorised dealer bank and its existing foreign investment position. This is a one-time step and it must be approved before any transaction can be reported. Our EMF and SMF reporting service handles this at the point of incorporation for foreign-owned subsidiaries.

2
Create and get approval for a Business User

A separate Business User login is required to file transaction forms. The authorised dealer bank approves this registration, and approval commonly takes several working days. Register the Business User well ahead of any anticipated allotment.

3
Pass the allotment resolution and fix Day Zero

The board or its committee allots the instruments and records the date. Confirm on the same day that the FIRC has been received and the funds credited. Diarise the reporting deadline as 30 days from this date immediately, in the minutes themselves if possible.

4
Assemble and check the attachment pack

Place all six documents side by side and reconcile the numbers across them. The amount on the FIRC, the consideration in the board resolution, the fair value in the valuation certificate and the figures you will enter on the portal must agree exactly. Mismatches of even a rupee generate queries.

5
Complete the common investment details

Enter the investee company details, the investor name and country, the nature of the investment and the sector with its national industrial classification code. Sector classification determines whether the automatic route applies and whether any cap has been breached, so it deserves more thought than it usually gets.

6
Enter the issue details and shareholding pattern

Record the date of allotment, the type and number of instruments, the face value, premium and total consideration, along with the pre-issue and post-issue shareholding pattern split between residents and non-residents. The post-issue pattern must tie to the cap table.

7
Upload the attachments, sign and submit

Upload each document in the prescribed format, run the portal validation, apply the digital signature of the authorised representative and submit the form to the authorised dealer bank. Save the acknowledgement and a PDF of the submitted form before closing the session.

8
Track the bank query and confirm approval

The authorised dealer bank reviews the filing and may raise queries, which should be answered within a few working days to stay inside the window. Once the bank is satisfied it forwards the filing and the status on the portal moves to approved. Keep that confirmation in the corporate records; it is the document an investor will ask for at the next round.

⚠️ Press Note 3 of 2020 — Check Before the Money Moves

Any investment from an entity in a country sharing a land border with India, or
where the beneficial owner is situated in such a country, requires prior
government approval regardless of sector or amount.

Filing FC-GPR without that approval reports a transaction that should not have
happened, which is a substantive contravention rather than a reporting
one. Check the beneficial ownership chain before the money moves, not after.

What Happens If You Miss the 30-Day Deadline?

The FC-GPR filing is still made, but a Late Submission Fee becomes
payable. For FC-GPR the fee is ₹7,500 plus 0.025% of the amount involved
multiplied by the delay expressed in years, where the number of months of delay
is rounded up and divided by twelve.

⚠️ A widely repeated error: a number of published guides compute the
delay component per month rather than per year, and arrive at a figure roughly
twelve times too high. The multiplier is the delay expressed in years — months rounded
up, divided by twelve.
❌ Past Three Years, the Cheap Route Closes

The Late Submission Fee route stays open for three years from the due
date. Past that point it is no longer available and the default must be
regularised through compounding under FEMA, where the penalty can
extend to three times the amount involved. That is when a ₹32,500
problem becomes a genuinely expensive one.

Where a company discovers historic unreported allotments, the sensible order is to
quantify the exposure first, then decide between the Late Submission Fee route and a
compounding application.
Voluntary disclosure before an investigation begins is treated considerably more
favourably than disclosure prompted by a diligence exercise or a regulator’s
query.

Why Do FC-GPR Filings Get Rejected or Queried?

Almost always because of internal inconsistency inside the FC-GPR filing itself, rather
than any substantive problem with the investment. The authorised dealer bank reconciles
the form against the attachments, and any figure that does not match generates a query.

None of these are difficult problems. They are all consequences of preparing the filing
after the fact from documents assembled by different people at different times. Each
query costs days, and days come out of a 30-day budget. A filing submitted on
day 28 with one query attached will miss the deadline. Submitting by day ten
leaves room for a round of clarification and still lands inside the window.

What Other FEMA Filings Follow a Foreign Investment Round?

Two, and both are missed as routinely as the FC-GPR filing itself.

Our FLA return compliance
service files the annual return provisionally where the audit is not complete by the
deadline, which is permitted and far better than filing late.

Companies that will receive foreign capital repeatedly should treat all of this as a
calendar rather than a series of events. For a
foreign
subsidiary or a startup on a funding path, a quarterly review of the FIRMS portal
position against the cap table catches errors while they still cost nothing.

How Has India’s FDI Reporting Framework Changed Since Before 1991?

Before 1991 the framework was designed to keep foreign capital out rather than to record
it. The Foreign Exchange Regulation Act, 1973 capped foreign shareholding in most Indian
companies at 40% and required approval for almost everything, which is why several
well-known multinationals chose to leave India in the late 1970s rather than dilute.
Reporting was not a meaningful discipline because the transactions themselves were rare
and individually negotiated with the
Reserve Bank of India.

Liberalisation reversed the presumption. The New Industrial Policy of 1991 introduced an
automatic route for foreign investment in specified sectors and created the Foreign
Investment Promotion Board for everything else. The Foreign Exchange Management
Act, 1999 then replaced the prohibitionist statute with a regulatory one,
recasting violations as civil contraventions to be compounded rather than criminal
offences. The Foreign Investment Promotion Board itself was abolished in 2017, leaving
the automatic route and sectoral ministries to handle approvals.

Reporting was consolidated much more recently. Until 2018 a company reported foreign
investment through nine separate returns filed in different places, and
it was entirely possible to comply with one and miss another. The Single Master Form on
the FIRMS portal brought them into one system, and the Advance Reporting Form disappeared
into FC-GPR at that point. The FEMA Non-Debt Instruments Rules, 2019 then moved the
substantive rules on equity instruments and pricing into a single instrument, and the
Late Submission Fee framework introduced in 2022 gave companies a way to regularise
routine delays without a full compounding application.

The direction of travel is towards a single reconciled record of every rupee of foreign
investment in every Indian company. That is convenient when the record is accurate and
unforgiving when it is not, which is why ongoing
RBI and FEMA compliance has
moved from a periodic exercise to a continuous one.

Why Startups and Foreign-Owned Subsidiaries Choose Mitali Tita

🗝️
Registrations Done Before the Round Closes

Entity Master and Business User registrations are completed ahead of the allotment, so the whole 30-day window is available for the filing itself rather than for onboarding.

📜
The CS Certificate the Form Requires

The Company Secretary certificate prescribed in the Single Master Form is issued in-house, in the required format, confirming compliance with the Companies Act 2013 and the FDI policy.

🏦
Coordination with Your AD Bank

Queries from the authorised dealer bank are answered directly and quickly, which is what keeps a filing inside the window once it has been submitted.

🗓️
The Filings That Follow

The annual FLA return and Form FC-TRS on any secondary transfer are tracked as a calendar, not remembered as events.

🔍
Historic Positions Checked and Regularised

If you have already allotted shares to a foreign investor and are not certain whether the reporting was done, that is worth checking now rather than at your next diligence — exposure is quantified first, then the Late Submission Fee or compounding route is chosen.

MT
Mitali Tita
Practising Company Secretary · Mumbai

Mitali Tita is a qualified, practising Company Secretary based in Mumbai, advising
startups, SMEs, NBFCs, listed companies and foreign investors entering India. Her
practice covers the Companies Act 2013, FEMA and RBI reporting, SEBI LODR, IBC and
MCA regulations, alongside company incorporation, secretarial audit and trademark
work. Every article published on mitalitita.com is reviewed against the current
provisions of Indian corporate and exchange control law before publication. Office:
Suite No.102, L1, Ashok Premises, Nicholas Road, Andheri (East), Mumbai 400069 ·
+91 98190 00640 / +91 98190 00445 / +91 98218 32683.