06
FEMA
Foreign money in, foreign money out - reported to the Reserve Bank within windows measured in days, not months.
10
Obligations tracked
8
Statutory forms
0
Things you do
What this covers
The moment a non-resident invests in your company, a second regulator appears. FEMA reporting is separate from your MCA filings, runs on its own portal, and has windows short enough that founders routinely miss the first one without knowing it exists.
The reporting does not stop after the round either. An annual return on foreign liabilities and assets is due every July for as long as you hold foreign investment - not just in the year you raised. It is among the most commonly missed filings in Indian startups, precisely because nothing triggers a reminder.
If you also send money abroad - a subsidiary, an acquisition, an external commercial borrowing - a parallel set of obligations applies going the other way.
The calendar
Every obligation, with dates.
| What it is | Form | When | Who it applies to |
|---|---|---|---|
| Reporting of share issue to a non-resident | FC-GPR | 30 days from allotment | Any non-resident investor |
| Transfer between resident and non-resident | FC-TRS | 60 days | Secondary transfers |
| Annual return on foreign liabilities and assets | FLA | 15 Jul | Every year you hold foreign investment |
| Convertible notes | CN | 30 days | Where issued to non-residents |
| Downstream investment | DI | 30 days | Investment by a foreign-owned Indian company |
| Employees' stock options to non-residents | ESOP | 30 days from grant | Where options go to non-residents |
| Overseas direct investment | Form FC / APR | On investment, then annual | Indian company investing abroad |
| External commercial borrowing | ECB-2 | Monthly | Where an ECB is outstanding |
| Software export declaration | Softex | Per invoice | Software exported without shipment |
| Entity and Investor registration | FIRMS portal | Before first filing | Every company receiving FDI |
Reporting of share issue to a non-resident
Form · FC-GPR
When · 30 days from allotment
Any non-resident investor
Transfer between resident and non-resident
Form · FC-TRS
When · 60 days
Secondary transfers
Annual return on foreign liabilities and assets
Form · FLA
When · 15 Jul
Every year you hold foreign investment
Convertible notes
Form · CN
When · 30 days
Where issued to non-residents
Downstream investment
Form · DI
When · 30 days
Investment by a foreign-owned Indian company
Employees' stock options to non-residents
Form · ESOP
When · 30 days from grant
Where options go to non-residents
Overseas direct investment
Form · Form FC / APR
When · On investment, then annual
Indian company investing abroad
External commercial borrowing
Form · ECB-2
When · Monthly
Where an ECB is outstanding
Software export declaration
Form · Softex
When · Per invoice
Software exported without shipment
Entity and Investor registration
Form · FIRMS portal
When · Before first filing
Every company receiving FDI
Our side
What we do.
- Register your entity and investors on the RBI's FIRMS portal
- File FC-GPR within the thirty-day window on every allotment to a non-resident
- File FC-TRS on secondary transfers involving non-residents
- File the annual FLA return every July, for as long as it applies
- Coordinate the valuation certificate required for pricing under FEMA
- Handle convertible note and downstream investment reporting
- Check sectoral caps and the government-approval route before you accept the money, not after
- Handle overseas direct investment filings and the annual performance report
- File ECB-2 where you hold external commercial borrowing
- Regularise past defaults through the compounding process where filings were missed
If you miss it
FEMA reporting delays attract a late submission fee that increases with the length of the delay and the amount involved. More seriously, unreported foreign investment is a contravention that has to be regularised through compounding with the Reserve Bank - a process that takes months and surfaces at exactly the wrong time, when your next investor's counsel asks for the FC-GPR acknowledgements.
Foreign Exchange Management Act, 1999 · FEMA (Non-Debt Instruments) Rules, 2019 · RBI Master Directions
Process
How it runs.
- 01
We check before the money arrives
Sector, cap, route and pricing. Some of this cannot be fixed after the funds land.
- 02
We file inside the window
Thirty days from allotment for FC-GPR. We work backwards from that date, not forwards from the closing.
- 03
We keep the annual clock
The FLA return every July, tracked on the same calendar as everything else.
Questions founders ask
Yes. Any allotment to a person resident outside India triggers FC-GPR within thirty days, regardless of the amount.
You are not unusual, and it is fixable. We will assess the position and, if needed, regularise it through compounding.
Most do not - the automatic route covers the large majority. But a handful of sectors have caps or conditions. We check before you sign the term sheet, because this is not fixable afterwards.
The annual FLA return and ongoing tracking are. Event filings tied to a round - FC-GPR, FC-TRS - are quoted with the round.
That is overseas direct investment and it runs in the other direction, with its own filings and an annual performance report. Talk to us before you incorporate anything.
Related
Compliance you do not have to think about.
Tell us your CIN and what you are worried about. We will tell you exactly what applies to your company.
Every filing under this service is reviewed and signed by a practising Company Secretary or Chartered Accountant engaged on your account.