RBI FORMS – FC-GPR FORM

What Is Form FC‑GPR?

  • FC‑GPR stands for Foreign Currency – Gross Provisional Return.

  • Form FC‑GPR is a form report to the Reserve Bank of India (RBI) in FIRM Portal.

Applicability

  • This form is used by Indian companies to report the allotment of equity shares, Convertible Preference Shares (CCPS), or Convertible Debentures (CCD) to foreign investors under the Foreign Direct Investment (FDI) regime, including at incorporation or later stages.

  • In case of incorporation, the shareholder is a non-resident
    After incorporation a Bank account is opened and the subscribers to the Memorandum are to deposit the amount in the bank account. As per FEMA, there are no timelines for depositing the subscription amount for newly incorporated company, however as per the Companies Act, 2013 (“CA, 2013”) it is mandatory for the subscribers to bring in the subscription money with 180 days from the date of incorporation.

Not Applicable: When FC‑GPR Is Not Required

  • Non-equity inflows: Loans, grants, technical services, royalty payments, or other capital flows—not triggering share issuance—are not covered under FC‑GPR.

  • LLP investments: Foreign investment in LLPs is subject to separate FEMA filing (LLP‑I), not FC‑GPR

  • Public listing instruments: Listing of securities via IPO or QIP (Qualified Institutional Placement) allotted to foreign investors—these are exempt from FC‑GPR.

  • Partnership firms or proprietorship concerns are explicitly not considered corporate entities Therefore, FC‑GPR is not applicable to them

Foreign Investor

A foreign investor is a person resident outside India, as defined under Section 2(w) of FEMA, 1999. This includes:

    • Non-Resident Indians (NRIs)

    • Overseas Citizens of India (OCIs)

    • Foreign national individuals

    • Foreign entities, such as corporate bodies, trusts, venture capital funds, LLPs, etc., as long as they reside outside India

Time limit

  • It must be filed within 30 days from the date of allotment via RBI Portal (FIRMS).

Mandatory Documents to Attach with FC‑GPR Filing

  1. Foreign Inward Remittance Certificate (FIRC) – Original or e‑FIRC issued by the Authorized Dealer (AD) Bank confirming receipt of consideration in foreign currency.

  2. KYC Report of the Foreign Investor – As per AD bank’s standards (passport, corporate registration, address proof).

  3. Company Secretary’s Certificate – Certifying compliance with Companies Act (2013/1956), sectoral cap/government approvals (if any), eligibility for issuance, and proof of receipt of consideration via AD banks.

  4. Valuation Certificate – Duly issued by a Chartered Accountant or SEBI‑registered Merchant Banker showing how the issue-price was determined. If it’s a rights issue, a plain declaration may suffice stating price is not lower than domestic investors’.

  5. Board Resolution & Allotment Details – A certified extract of the board resolution approving the foreign investment, list of allottees, and shareholding pattern (pre‑ and post‑allotment).

  6. Memorandum & Articles of Association – Include copies or relevant extracts (especially if capital structure has change.

  7. Declaration by Authorized Representative – As per FIRMS User Manual; on company letterhead, signed by an authorized signatory confirming authority to file SMF‑FC‑GPR.

Penalty

Delay in reporting beyond the prescribed period (30 days from issue of shares in case of report FC-GPR) shall attract the following penalty:

  • 1% of the total amount of investment subject to a minimum of Rs. 5,000 and maximum of Rs 5,00,000 per month or part thereof for the first six month of delay

  • and twice that rate thereafter

To be paid online into a designated account in Reserve Bank of India.

FC-TRS FORM

Form FC‑TRS (Foreign Currency – Transfer of Shares)

To capture cross-border transfers of capital instruments such as equity shares, convertible preference shares, debentures, or share warrants involving both residents and non-residents

When FC-TRS Filing Is Required

RBI Reporting in Form of FC-TRS Regarding Transfer of Shares From Resident to Non-Resident / Non-Resident to Resident.

Additional scenarios:

  • Sale of shares on a recognized stock exchange by a non-resident must be reported in FC‑TRS.

  • Deferred payments (instalments):FC-TRS must be filed for each tranche of payment received.

  • Transfer of participating interest or rights in oil fields, or share issues arising from merger/demerger/amalgamation approved by NCLT—FC‑TRS filing is mandatory.

Two kind of transfer

There are two kinds of Transfer for which FC-TRS is required to Report to the RBI

1. Transfer by way of Sale

2. Transfer by way of Gift

Documents Required in case of transfer by way of Sale

1. Buyer & Seller Consent Letter: We required a Consent Letter for receipt/ transfer of consideration duly signed by the buyer & Seller.

2. Shareholding Pattern: Shareholding pattern of the investee company before & after the acquisition of securities by a person outside India.

3. Valuation certificate

4. Transfer agreement

5. Declaration by the Non-resident

6. Required company Board Resolution

7. Needed Transfer Deed: we required (form SH-4) a Securities Transfer Deed.

8. Outward Remittance copy/ FIRC: Outward remittance certificate FIRC & KYC to be attached at the specified attachment.

Documents Required in case of transfer by way of Gift

1. Consent Letter between both donor and donee

2. Relevant Regulatory Approval wherever applicable.

3. Declaration by the Non-resident

4. Pre and Post Transaction shareholding pattern

5. Board resolution for transfer of Shares

Time limit

Within 60 days from the earlier of:

  • Date of share transfer, or

  • Date of receipt/remittance of funds

FEE

No fee if filed within timeline. Late submission attracts a Late Submission Fee (LSF) calculated as:

  • ₹ 7,500 + (0.025% × amount involved × years delayed), capped at 100% of amount.

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