FC-GPR filing is the report an Indian company must make to the Reserve Bank of India (RBI) after it issues equity instruments to a person resident outside India. Form FC-GPR is submitted on the FIRMS portal through the company's authorised dealer bank within thirty days of the date of issue, under the FEMA reporting framework. This page explains when FC-GPR is needed, the documents, the steps on FIRMS, the late submission position and the mistakes that cause rejections.
What is FC-GPR?
When money comes into India as foreign direct investment, two things have to be tracked: how the money came in and what the investor received in return. Form FC-GPR (Foreign Currency, Gross Provisional Return) is the form that records the second part. The Indian company reports the allotment of shares or other equity instruments to the non-resident investor, the amount received, the pricing and the investor's details.
The reporting rule is simple to state. The RBI Master Direction on Foreign Investment in India says Form FC-GPR is to be filed by the Indian company within thirty days from the date of issue of equity instruments. The form itself is the one prescribed in the Master Direction on Reporting under FEMA, as amended from time to time, and the underlying reporting requirement is in the FEMA 395 regulations. Where the investment is received for pre-incorporation or pre-operative expenses, a statutory auditor's certificate on utilisation has to be submitted along with the form.
FC-GPR is filed on RBI's FIRMS portal. The company registers its entity on FIRMS, the authorised signatory enters the allotment and investor details, uploads the documents and submits the form, which the AD bank then reviews and forwards to RBI. The Master Direction on Reporting under FEMA was revised many times between 2024 and 2026, with the latest update shown by RBI on 1 October 2026, so field and attachment requirements should be checked at the time of filing rather than relying on an older checklist.
FC-GPR is separate from MCA filings. Form PAS-3 reports the allotment to the ROC, whereas FC-GPR reports it to RBI under FEMA. A company that receives foreign investment must do both, and the two sets of details, such as date of allotment and number of shares, should match.
Who needs FC-GPR?
The obligation is on the Indian investee company that issues the equity instruments. Typical situations include:
- Private and public companies issuing equity shares to a foreign investor or NRI
- Start-ups raising money through compulsorily convertible preference shares (CCPS), compulsorily convertible debentures or warrants from a foreign venture fund
- Subsidiaries of foreign companies on initial capitalisation and every later infusion
- Companies converting an external commercial borrowing or royalty or fees payable into equity, where the instrument issued is an equity instrument
- Companies issuing shares to non-residents under a share swap or against a conversion of an existing instrument, as permitted under the NDI Rules
Benefits of FC-GPR Filing
FEMA compliance
On-time FC-GPR meets the reporting requirement under the FEMA Regulations and avoids a contravention that can later require compounding.
Clean investor records
A recorded and acknowledged FC-GPR is the evidence an investor, auditor or acquirer looks for when checking that foreign money was received on the right basis.
Smoother future rounds and exits
Later transfers, reporting on FC-TRS, and the Annual FLA return rely on correct entries made at the time of the first issue.
Avoids late submission fee
Delay brings a late submission fee that increases with the amount and period of delay, and may require RBI approval to regularise.
Lower risk of scrutiny
Timely and consistent filing reduces queries from the AD bank and RBI regional offices.
Conditions before you report
FC-GPR can be filed only for a valid, permitted issue. Check these points before the allotment and again before filing:
- The sector must permit foreign investment, and the investment must be within the sectoral cap and route (automatic or Government approval) under the NDI Rules
- Where an investor is from a country sharing a land border with India, the Government approval route applies under the 2020 policy; confirm the current position before issue
- The equity instruments must be issued within the period the NDI Rules allow after receipt of the money, otherwise the amount is to be refunded; confirm the current time limits before you plan the allotment
- Pricing must follow the NDI Rules, including the valuation requirement for unlisted companies
- The money must come through banking channels and the AD bank should be able to issue the foreign inward remittance certificate (FIRC) and KYC of the remitter
Documents required
Company documents
- Certificate of incorporation, MOA and AOA, with CIN and PAN
- Board resolution and shareholder resolutions approving the issue
- Form PAS-3 filed with the ROC, and the list of allottees
- Updated register of members and share certificates or demat credit proof
Investor and remittance documents
- FIRC and KYC of the remitter from the AD bank
- Passport and address proof for an individual investor, or incorporation documents for a foreign entity
- Share subscription or investment agreement
- Advance remittance details and date of receipt of funds
Certificates and valuation
- Valuation certificate from a chartered accountant, SEBI-registered merchant banker or other permitted valuer for an unlisted company
- Company secretary certificate on compliance with FEMA, the sectoral cap and pricing
- Statutory auditor's certificate on utilisation where funds are for pre-incorporation or pre-operative expenses
- Government approval letter where the investment is under the approval route
Step-by-step process for FC-GPR filing
The steps below cover a normal case of an allotment to a non-resident investor on the automatic route.
Check route, cap and pricing
Confirm that the sector allows foreign investment, which route applies, the cap and the pricing basis before the board approves the allotment.
Receive the funds through banking channels
The investor remits funds to the company's bank account. Ask the AD bank for the FIRC and KYC of the remitter at once, because FC-GPR needs them.
Allot the shares and file PAS-3
Pass the board resolution, allot the securities within the time the NDI Rules permit, and file Form PAS-3 with the ROC. Note the date of issue, as the 30-day clock runs from it.
Register on FIRMS
Register the company as an entity on the FIRMS portal and create the business user login of the authorised person. This step can take time if done for the first time, so do it early.
Enter FC-GPR details
Fill the form with investor details, type and number of instruments, price, amount received, date of receipt and date of issue. Check each figure against the PAS-3 and the bank records.
Upload documents
Attach FIRC, KYC, valuation certificate, company secretary certificate, and other documents the portal asks for in the current checklist.
Submit to the AD bank and respond to queries
The form goes to the AD bank for review and then to RBI. Answer any query quickly and re-submit. Save the acknowledgement after approval.
Government fees
There is no government filing fee for submitting an FC-GPR on time on FIRMS. If the form is filed late, RBI's reporting directions provide for a Late Submission Fee (LSF) that depends on the amount involved and the period of delay. We could not open the RBI computation circular behind its access check, so we do not quote a formula that you might rely on. Your AD bank or RBI Regional Office will confirm the exact LSF for your case.
Professional charges are quoted separately after reviewing your case. Government fees are paid directly to the authority.
How long does it take?
The legal deadline is thirty days from the date of issue of the equity instruments. Preparing the documents usually takes longer than the filing because the valuation certificate, company secretary certificate and FIRC have to be ready. Approval by the AD bank is outside the company's control, so file with enough buffer.
| Stage | Typical time |
|---|---|
| Allotment of shares | Day 0: date of issue starts the clock |
| FC-GPR submission on FIRMS | Within 30 days of the date of issue |
| AD bank review and RBI acknowledgement | Varies by bank and query rounds |
| Late filing | Attracts late submission fee and may need RBI regularisation |
Validity and when to file again
FC-GPR is transaction-based. Each fresh allotment to a non-resident needs its own FC-GPR within thirty days. If an investor changes through a share transfer between a resident and a non-resident, that is reported in a different form, FC-TRS, and not in FC-GPR. Where filed details are wrong, an amendment can be made through the AD bank and FIRMS.
Compliance after FC-GPR
- File the Annual Return on Foreign Liabilities and Assets by 15 July each year through the FLA return process
- Report later share transfers between residents and non-residents in the form prescribed for transfers
- Report any further issue of equity instruments as a new FC-GPR within 30 days
- Maintain the register of members and update secretarial records for non-resident holders
- Check whether a significant beneficial owner declaration is needed for the foreign investor
- Keep valuation, FIRC and KYC documents for AD bank or RBI audit queries
FC-GPR vs PAS-3 vs FLA return
| Point | FC-GPR | PAS-3 | FLA return |
|---|---|---|---|
| Filed with | RBI via FIRMS and AD bank | ROC on MCA portal | RBI on FLAIR portal |
| Trigger | Issue of equity instruments to a non-resident | Any allotment of securities | Outstanding foreign investment at March year end |
| Frequency | Within 30 days of each issue | Within 30 days of each allotment | Annually by 15 July |
| Law | FEMA | Companies Act, 2013 | FEMA |
Common mistakes and rejection reasons
Missing the 30-day window
Companies often treat PAS-3 as the only post-allotment filing. FC-GPR runs on a separate clock with RBI and its delay carries a late submission fee.
Inconsistent dates and amounts
Date of receipt of funds, date of allotment and amount differ between the bank record, the board resolution, the PAS-3 and the FC-GPR. The AD bank usually raises a query.
Wrong valuation or pricing
Issuing below the permitted price for an unlisted company, or without a proper valuation certificate, is a substantive FEMA issue that cannot be fixed by refiling.
Incomplete FIRC and KYC
A FIRC that does not show the investor's name or a KYC not issued by the remitter's bank is a frequent reason for query.
Late allotment after receipt of funds
Money held without allotment beyond the permitted period must be refunded. Delayed allotment is one of the most common FEMA defaults in start-ups.
Forgetting entity registration
First-time companies start FC-GPR and realise they need FIRMS entity registration and a business user, which takes days and eats into the 30-day window.
Penalties for non-compliance
Delay in reporting is a contravention of FEMA. In practice RBI allows regularisation by payment of a Late Submission Fee as set out in its reporting directions, and in serious cases the matter may need compounding under the separate Master Direction on Compounding of Contraventions under FEMA, which RBI issued on 22 April 2025. Section 13 of FEMA also provides for penalty for contraventions, which can be a multiple of the sum involved where the amount is quantifiable. The exact late submission fee and compounding amount depend on the facts, so take a quote from your AD bank or RBI Regional Office.
Practitioner tips
- Calendar the date of issue, not the date of PAS-3 filing, as Day 0. Set an internal deadline of day 20 to leave room for query rounds.
- Ask the AD bank for the FIRC and the KYC of the remitter on the day the funds arrive. Chasing them later is the most common delay.
- Create the FIRMS entity and business user before the allotment, so that the only step left after allotment is entering the data.
- Cross-check the share price, number of shares and the total with the valuation certificate, the board resolution and the PAS-3 before submitting.
- The Reporting Master Direction was updated several times in 2026, so open the current list of required attachments on FIRMS and RBI's website on the day you file.
How Lawgical Guru helps
Pre-allotment FEMA check
We review sector, route, cap, pricing and timing so that the issue is permitted before the board approves it.
FIRMS registration
We help register the entity and business user on the FIRMS portal and set up access for the authorised signatory.
Document preparation
We coordinate the valuation certificate, company secretary certificate, FIRC and KYC and prepare the data sheet for the form.
FC-GPR submission and follow-up
We enter and submit FC-GPR, handle AD bank queries and keep you informed of status.
Linked filings
We align FC-GPR with PAS-3, the FLA return and your statutory registers, and advise where late filing needs regularisation.
FC-GPR Filing: frequently asked questions
What is FC-GPR filing?
FC-GPR is the form an Indian company files with the Reserve Bank of India to report the issue of equity instruments to a person resident outside India. It is submitted on the FIRMS portal through the authorised dealer bank and records the investor, amount, price and dates of the investment.
What is the due date for FC-GPR?
FC-GPR has to be filed within thirty days from the date of issue of the equity instruments, according to the RBI Master Direction on Foreign Investment in India. The clock starts on the date of allotment, not on the date funds are received.
Where is FC-GPR filed?
FC-GPR is filed on the RBI FIRMS portal, not on the MCA portal. The company registers as an entity on FIRMS, the authorised user enters the details and uploads the documents, and the AD bank reviews the form before it reaches RBI.
Which documents are needed for FC-GPR?
Usually the FIRC and KYC of the remitter, a valuation certificate for unlisted shares, a company secretary certificate on compliance, the board resolution, the PAS-3 and investor identity documents. A statutory auditor's certificate is needed where funds are for pre-incorporation or pre-operative expenses. Check the current FIRMS checklist.
What is the penalty for late FC-GPR filing?
Delay is a FEMA contravention that RBI generally regularises on payment of a Late Submission Fee based on the amount and period of delay. Serious or older defaults may need compounding. Ask your AD bank or RBI Regional Office for the exact amount in your case.
Is FC-GPR required for NRI investment?
It depends on the type of investment. FC-GPR covers equity instruments issued to a person resident outside India, which includes NRIs when they invest as non-residents on a non-repatriation or repatriation basis as the rules allow. Confirm the exact route with your AD bank before allotment.
What is the difference between FC-GPR and FC-TRS?
FC-GPR reports a fresh issue of equity instruments by the Indian company to a non-resident. FC-TRS reports a transfer of existing shares between a resident and a non-resident. Both are filed on FIRMS, but the filer, timing and supporting documents differ.
Is PAS-3 enough, or do I also need FC-GPR?
You need both. PAS-3 reports the allotment to the ROC under the Companies Act, whereas FC-GPR reports it to RBI under FEMA. The dates, share numbers and amounts in both filings should match.
Can FC-GPR be filed by the investor?
No. FC-GPR is the Indian investee company's responsibility, filed through its authorised signatory and AD bank. The investor helps by providing KYC and remittance documents, but the company bears the reporting obligation.
Do I also need to file the FLA return after FC-GPR?
Yes, if the company has outstanding foreign investment at the end of March of the previous or current year. The FLA return is a separate annual filing due by 15 July on RBI's FLAIR portal and is not a substitute for FC-GPR.
Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate
8+ years of industry experience. This page was last reviewed on 16 October 2026 against the official sources below. Rules and fees change — confirm on the official portal before you apply.