FC-GPR Filing: Reporting Foreign Investment to RBI
In short
An Indian company that issues shares or other equity instruments to a person resident outside India as foreign direct investment must report the issue to the RBI in Form FC-GPR within 30 days of the date of issue. It is filed online on the RBI's FIRMS portal, with the bank's KYC report, the FIRC, a valuation certificate and the company's declarations. A delay of up to three years can be regularised by paying a late submission fee of ₹7,500 plus 0.025% of the amount for each year of delay; a longer delay needs compounding.
When a foreign investor puts money into an Indian company and receives shares, the company has two deadlines to meet under the Foreign Exchange Management Act, 1999 (FEMA): it must issue the shares within 60 days of receiving the money, and it must then report the issue to the Reserve Bank of India (RBI) in Form FC-GPR within 30 days. Miss the second deadline and the company pays a late submission fee, or after three years has to apply for compounding.
This guide explains who files FC-GPR, when, with which documents, and how the late fee is worked out. It is based on the RBI's Mode of Payment and Reporting of Non-Debt Instruments Regulations, 2019 (amended up to 13 June 2026), the Master Direction on Foreign Investment in India (updated up to 15 June 2026) and the FIRMS user manual and FAQs that the RBI publishes on its reporting portals FAQ page (version of June 2026).
What is Form FC-GPR?
FC-GPR (Foreign Currency-Gross Provisional Return) is the form in which an Indian company reports to the RBI that it has issued equity instruments to a person resident outside India as foreign direct investment (FDI). Regulation 4(1) of the reporting regulations requires it for every such issue. Equity instruments include equity shares, compulsorily convertible debentures and preference shares, and share warrants.
The form is part of the Single Master Form (SMF) on the RBI's FIRMS (Foreign Investment Reporting and Management System) portal at firms.rbi.org.in. Before September 2018, FDI was reported in two steps: an Advance Remittance Form when the money arrived and FC-GPR after allotment. From 1 September 2018 the two were merged into a single revised FC-GPR, and the Advance Remittance Form was discontinued.
Who must file FC-GPR, and by when?
The Indian company that issues the shares files FC-GPR, not the foreign investor. It must do so not later than 30 days from the date of issue of the equity instruments, which in practice is the date of allotment. The 30 days sit at the end of a chain of FEMA time limits that start when the money arrives:
| Step | Time limit | Source |
|---|---|---|
| Issue shares after receiving the investment | Within 60 days of receipt of the consideration | Regulation 3.1, Schedule I |
| Refund the money if shares are not issued | Within 15 days after the 60 days end | Regulation 3.1, Schedule I |
| Report the issue in Form FC-GPR | Within 30 days of the date of issue | Regulation 4(1) |
| Report a transfer between a resident and a non-resident in Form FC-TRS | Within 60 days of transfer or receipt or remittance of funds, whichever is earlier | Regulation 4(3) |
| File the annual return on foreign liabilities and assets (FLA) | By 15 July every year | Regulation 4(2) |
The money must come in as an inward remittance through banking channels or from the investor's repatriable foreign currency or rupee account in India. FC-GPR applies only where the issue counts as FDI. Investment by an NRI or OCI on a non-repatriation basis falls under Schedule IV of the rules and is treated as deemed domestic investment, so it is not reported as FDI.
What must be in place before you can file?
Three things must be ready before the FC-GPR itself can be opened.
- Entity Master. The Indian company must be registered on FIRMS as an entity, through an Entity User, and its Entity Master (its capital and existing foreign investment) must be up to date. The FIRMS FAQs say a newly incorporated company or one receiving foreign investment for the first time enters its latest paid-up capital on a fully diluted basis and zero for the other fields.
- Business User. The FC-GPR is filed by a separate Business User login, selecting the company's CIN and the IFSC of the bank branch that will process the form. Registration needs an authorisation letter in the RBI's format and a PAN card or other government ID. The FAQs say the bank usually processes it in two to three working days.
- KYC and FIRC. The bank that received the remittance issues a Foreign Inward Remittance Certificate (FIRC) and a KYC report on the foreign investor, in the format given in the FIRMS manual. The investor's name in the form should match these documents.
If the investor is from a country that shares a land border with India, or its beneficial owner is a citizen of such a country, the investment needs government approval before any shares are issued (para 3.2 of the Master Direction). The approval is then attached to the FC-GPR.
Which documents go with FC-GPR?
Annex III of the FIRMS user manual lists the attachments for Form FC-GPR:
- a declaration by the company's authorised representative in the format at Annex V of the manual;
- a certificate from a company secretary (or chartered accountant) in the Annex I format, confirming compliance with the Companies Act, FEMA and any government approval, and that the company holds the bank certificates (FIRC and KYC) for the money received;
- a valuation certificate showing that the issue price is not below fair value, with a valuation date not more than 90 days before the transaction;
- relevant extracts of Form PAS-3 or the board resolution for the allotment, and of the memorandum of association where applicable;
- the FIRC or debit statement and the KYC report;
- government approval, if the investment needed one;
- for a rights or bonus issue, the acknowledgement of the FC-GPR or FC-TRS for the original investment; and
- for a merger or demerger, extracts of the approval of the competent authority.
Each attachment can be at most 1 MB, so upload relevant extracts rather than full documents.
For an unlisted company, the price must not be lower than the fair value worked out under an internationally accepted pricing method on an arm's length basis, certified by a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant (para 8.1 of the Master Direction). A rights issue needs no valuation certificate; a plain-paper declaration that the price offered to non-residents is not less than the price offered to residents is enough.
How do you file FC-GPR on the FIRMS portal?
Once the Entity Master and Business User are in place, the filing itself is short.
- Log in to firms.rbi.org.in with the Business User credentials and open the Single Master Form.
- Choose Form FC-GPR as the return type and add a new return.
- Enter the investor's details, the instrument, the number and price of shares, the amount received and the date of allotment, and the post-issue shareholding pattern on a fully diluted basis.
- Upload the attachments listed above and submit.
Since July 2025 the manual also provides a bulk filing template for FC-GPR, so a company issuing shares to many investors can upload their details in one file. The pre-issue shareholding comes from the Entity Master, which is why errors there show up in every later form.
What happens after you submit FC-GPR?
Every form submitted with the required documents is auto-acknowledged with a time stamp and an email, under the rationalised process the RBI introduced from 5 January 2023 (A.P. (DIR Series) Circular No. 22 of 4 January 2023). The bank then has five working days to verify it against the documents.
| Outcome | What it means |
|---|---|
| Approved | The bank found the form in order. |
| Modification | The bank sent it back for corrections. The date you resubmit becomes the date of reporting for working out any delay. |
| Rejected | The form cannot be resubmitted; a fresh SMF has to be filed. |
| Approved subject to LSF | The form was late by up to three years; the system computes the fee and emails the advice. |
| Approved subject to compounding | The delay exceeds three years, or there is another contravention; the company applies to the RBI for compounding. |
The responsibility for correct data lies with the company, so check the shareholding figures before submitting: a form sent back for correction can turn a timely filing into a late one.
What is the late submission fee for a delayed FC-GPR?
Regulation 5 makes the company liable to pay a late submission fee (LSF) for any delay. The RBI's A.P. (DIR Series) Circular No. 16 of 30 September 2022 fixes the fee for returns that capture flows, including FC-GPR, at:
LSF = ₹7,500 + (0.025% × A × n)
Here A is the amount involved in the delayed reporting, and n is the delay in years, rounded upwards to the nearest month and expressed to two decimals. The fee is capped at 100% of A and rounded upwards to the nearest hundred. The FIRMS system measures the delay from the due date to the date of reporting and calculates the fee itself.
| Example | A | Delay | n | Fee |
|---|---|---|---|---|
| Seed round reported late | ₹50,00,000 | 3 months 10 days (rounded to 4 months) | 0.33 | ₹7,500 + ₹412.50 = ₹7,912.50, rounded to ₹8,000 |
| Series A reported late | ₹2,00,00,000 | 1 year 2 months | 1.17 | ₹7,500 + ₹5,850 = ₹13,350, rounded to ₹13,400 |
The fee is paid to the RBI regional office with jurisdiction over the company's registered office, by NEFT or RTGS to that office's account (the manual lists the account numbers) or by demand draft. Quote the form reference number in the remarks of the transfer and email the payment details to the regional office with the LSF advice in the trail. If the fee is not paid within 30 days of the advice, the advice lapses and the delay is recomputed from the date you next apply.
The LSF route is available only up to three years from the due date. Beyond that, or if the company neither reports nor pays the fee, the delay has to be regularised through compounding under FEMA, which is costlier and slower. A company that misses the deadline should therefore file as soon as it can.
Which share issues need an FC-GPR?
| Situation | FC-GPR needed? |
|---|---|
| Fresh issue of shares to a foreign investor for cash | Yes, within 30 days of allotment. |
| Shares taken by a non-resident subscriber to the memorandum on incorporation | Yes; the FIRMS manual allows the memorandum or board resolution to be attached. |
| Rights or bonus shares to a non-resident whose original holding is FDI | Yes, attaching the acknowledgement of the original filing. |
| Shares allotted to non-resident employees on exercise of stock options | Yes. The grant of options is reported earlier in Form ESOP within 30 days. |
| Shares issued by a wholly owned subsidiary against pre-incorporation expenses paid by the foreign parent | Yes, within 30 days of issue and not later than one year from incorporation, with a statutory auditor's certificate on use of the funds. The limit is 5% of authorised capital or USD 500,000, whichever is less. |
| Existing shares bought by a foreign investor from a resident | No; this is a transfer, reported in Form FC-TRS. |
| Shares issued to an NRI or OCI on a non-repatriation basis | No; this is not counted as FDI. |
What mistakes delay or derail an FC-GPR?
- Starting the FIRMS registrations too late. The Entity Master and Business User must be in place before the 30 days run out, and the Business User approval alone can take a few working days.
- An out-of-date Entity Master. Wrong pre-issue figures flow into the shareholding pattern and get the form sent back.
- A stale valuation. The valuation date must be within 90 days of the transaction.
- Missing the 60-day allotment window. Holding foreign money for more than 60 days without issuing shares or refunding it within the next 15 days is a separate contravention that the late fee does not cure.
- Name mismatches. The investor's name should match the FIRC and KYC report exactly.
Foreign directors also need a DIN and must complete DIR-3 KYC, and the company has its own Companies Act deadlines, set out in our compliance checklist for a new private limited company. If you are still choosing a structure for foreign shareholders, see private vs public limited company.
How can KNAP Advisory help with FC-GPR?
Our FEMA and cross-border advisory team checks the entry route and pricing before the money arrives, coordinates the valuation, sets up the FIRMS Entity Master and Business User, and files the FC-GPR within the 30 days. For founders who are registering a private limited company with foreign shareholders, we plan the first FC-GPR as part of incorporation. Where a filing has already been missed, we file it with the late submission fee or prepare the compounding application.
Frequently asked questions
What is the full form of FC-GPR?
FC-GPR stands for Foreign Currency-Gross Provisional Return. It is the RBI form in which an Indian company reports the issue of equity shares, compulsorily convertible debentures or preference shares, or share warrants to a person resident outside India as foreign direct investment. It is filed online in the Single Master Form on the RBI's FIRMS portal.
Who files Form FC-GPR, the Indian company or the foreign investor?
The Indian company that issues the shares files it. Regulation 4(1) of the RBI's reporting regulations puts the obligation on the investee company, and the filing is made by a Business User authorised by the company on the FIRMS portal. The foreign investor only supplies details and the bank provides the KYC report on the remittance.
Is FC-GPR required for shares issued to an NRI on a non-repatriation basis?
No. FC-GPR applies only where the issue counts as foreign direct investment. Investment by an NRI or OCI on a non-repatriation basis falls under Schedule IV of the Non-Debt Instruments Rules and is treated as deemed domestic investment, so it is not reported in FC-GPR. Shares issued to an NRI on a repatriation basis as FDI must still be reported.
Do subscriber shares taken by a foreign shareholder at incorporation need FC-GPR?
Yes. When a non-resident subscribes to the memorandum of association and receives shares on incorporation, that is an issue of equity instruments by way of FDI. The FIRMS user manual provides for this case and allows the board resolution or memorandum of association to be attached to the FC-GPR in place of the usual allotment documents.
Is the Advance Remittance Form still needed before FC-GPR?
No. The Advance Remittance Form was discontinued from 1 September 2018, when the RBI launched the Single Master Form on FIRMS. Receipt of the money and the issue of shares are now reported together in the revised Form FC-GPR, within 30 days of the date of issue of the equity instruments.
What is the difference between an Entity User and a Business User on FIRMS?
An Entity User represents the Indian company and keeps its Entity Master, the record of its capital and foreign investment, up to date. A Business User is the login that actually files forms such as FC-GPR in the Single Master Form. They are separate registrations, and an Entity User login cannot be used to file an FC-GPR.
How long does Business User registration take on FIRMS?
The RBI's FIRMS FAQs say Business User registrations are processed by the selected bank branch and usually take two to three working days. You need an authorisation letter in the RBI's format and a PAN card or other government ID. Register early, because the 30-day FC-GPR deadline keeps running while the registration is pending.
What is the maximum attachment size on the FIRMS portal?
Each attachment on FIRMS can be at most 1 MB. The RBI's FAQs ask applicants to avoid bulky documents and upload only the relevant extracts, such as the allotment resolution or the PAS-3 pages that show the foreign investor's shares, rather than full board minutes or the entire memorandum of association.
Can a rejected FC-GPR be resubmitted?
No. A rejected Single Master Form cannot be resubmitted, so the company files a fresh FC-GPR for the bank to consider. A form that the bank sends back for modification can be corrected and resubmitted, but the date of resubmission is then treated as the date of reporting when any delay and late fee are worked out.
How is the late submission fee for FC-GPR calculated?
It is ₹7,500 plus 0.025% of the amount involved for each year of delay, under RBI A.P. (DIR Series) Circular No. 16 of 30 September 2022. The delay is rounded up to the nearest month and expressed in years to two decimals, and the fee is capped at the amount involved and rounded up to the nearest hundred. FIRMS computes it automatically.
How do I pay the FC-GPR late submission fee?
Pay it to the RBI regional office that covers the company's registered office, by NEFT or RTGS to that office's account or by demand draft, quoting the form reference number in the remarks. Then email the payment details to the regional office with the LSF advice in the trail. If it is not paid within 30 days of the advice, the advice lapses.
What happens if FC-GPR is delayed by more than three years?
The late submission fee option is available only up to three years from the due date. For a longer delay, the bank approves the form subject to compounding and the company must apply to the RBI to compound the contravention under FEMA. Compounding involves a separate application, a compounding amount and more time than paying the late fee.
Is FC-GPR needed for bonus or rights shares issued to a foreign shareholder?
Yes, where the foreign shareholder's original investment is FDI. The RBI's FIRMS FAQs say FC-GPR is filed only for those non-resident investors whose original holding is FDI. Attach the acknowledgement of the original FC-GPR or FC-TRS. A rights issue needs no valuation certificate, only a declaration that non-residents did not pay less than residents.
Is FC-GPR needed when ESOP shares are allotted to non-resident employees?
Yes. The company first reports the grant of options to non-resident employees or directors in Form ESOP within 30 days of granting them, and then files Form FC-GPR when the options are exercised and shares are allotted. A separate Form ESOP is needed for each scheme or grant price, according to the FIRMS FAQs.
How old can the valuation certificate be for FC-GPR?
The valuation date in the certificate must not be more than 90 days before the date of the transaction. The Master Direction on Foreign Investment and the FIRMS manual both state this. If allotment slips beyond that window, obtain a fresh valuation before filing, unless the price is set under SEBI rules for a listed company.
Who can issue the valuation certificate for shares issued to a foreign investor?
For an unlisted company, a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant can certify fair value under an internationally accepted pricing method. For a swap of shares, the valuation must be done by a SEBI-registered merchant banker or an investment banker registered with the regulator of the host country.
Can one FC-GPR cover several foreign investors?
Yes. Since July 2025 the FIRMS manual provides a bulk filing template for FC-GPR, so a company issuing shares to many non-resident investors in one allotment can upload their details together. Each investor's remittance details, KYC report and the post-issue shareholding pattern must still be correct and supported by the attached documents.
What is the difference between FC-GPR and FC-TRS?
FC-GPR reports a fresh issue of shares by the company to a foreign investor and is filed by the company within 30 days of issue. FC-TRS reports a transfer of existing shares between a resident and a non-resident, is filed by the resident party, and is due within 60 days of the transfer or of the receipt or remittance of funds, whichever is earlier.
