• Private Limited Companies with any non-resident shareholder, however small the stake
• Wholly-owned subsidiaries of foreign parents
• Joint ventures between Indian and foreign partners
• Startups that have taken money from overseas angels, accelerators, or funds
• Companies that have issued ESOPs to employees based outside India
• Indian companies that are themselves foreign-owned or controlled and invest downstream into other Indian companies
• LLPs that have received foreign capital contribution
• Companies with outstanding External Commercial Borrowings or cross-border guarantees
• Indian companies holding overseas subsidiaries, joint ventures, or portfolio investment
• Branch, liaison, and project offices of foreign companies

A single foreign share still triggers the full obligation. There is no de minimis threshold. A company that issues one hundred shares to an overseas relative of a founder files FC-GPR within thirty days exactly as a company closing a ₹200 crore round does, and files the FLA return every 15 July thereafter for as long as those shares remain outstanding. This is the single most common and most expensive misconception among early-stage founders, and it is compounded by the second misconception: that the overseas investor carries the filing duty. The obligation sits on the Indian company, not on the person who sent the money.

Investment held by NRIs and OCIs on a non-repatriable basis is treated as domestic investment for most purposes and sits outside much of this framework — but the distinction between repatriable and non-repatriable is a legal characterisation made at the time of investment, not a label that can be applied afterwards to solve a reporting problem.

Where the Filings Go

Three separate RBI systems handle what founders tend to think of as one obligation. Assuming a single login covers everything is how annual returns go unfiled for years.

The Core Transaction Filings

Form FC-GPR — Issue of Capital Instruments

FC-GPR (Foreign Currency – Gross Provisional Return) reports the fresh issue of capital instruments by an Indian company to a person resident outside India. It is the form that puts the foreign investment onto the RBI’s record.

Two rules sit before the reporting window and are contravened more often than the window itself:

• Shares must be allotted within 60 days of receipt of the consideration. Money sitting in the bank as share application money beyond sixty days without an allotment is itself a contravention, independent of any reporting failure.
• If shares are not allotted within that period, the money must be refunded within 15 days of the expiry of the sixty days, through the same banking channel by which it came.

A company that receives an inward remittance in March, allots in September, and then files FC-GPR promptly has still contravened FEMA. The reporting was timely; the allotment was not.

Related filings you may need instead of, or in addition to, FC-GPR:

• Form CN — where the instrument is a convertible note issued by a DPIIT-recognised startup, minimum ₹25 lakh in a single tranche, rather than a capital instrument.
• Form ESOP — where options rather than shares are granted to a person resident outside India.
• Form DI — where the issuer is itself a foreign-owned or controlled Indian entity investing downstream into another Indian entity.
• Form LLP-I — where the recipient entity is an LLP rather than a company, and the investment is capital contribution or profit share.
• Form ECB — where the instrument is optionally convertible or otherwise debt in character, and therefore outside the NDI framework entirely.

Form FC-TRS — Transfer of Capital Instruments

FC-TRS (Foreign Currency – Transfer of Shares) reports the transfer of existing capital instruments between a resident and a non-resident. The company issues nothing; shares change hands.

Which transfers are reportable:

Pricing note: FC-TRS is a short form, and the failure point is almost never the form. It is the price. A transfer from a resident to a non-resident must be at not less than fair value; a transfer from a non-resident to a resident must be at not more than fair value. The rule exists to stop value leaving India cheaply and money entering expensively, and it applies to a founder-to-relative transfer exactly as it applies to an arm’s length secondary sale. The valuation certificate must pre-date the transfer, not be produced afterwards to justify a price already agreed.

The FIRMS Anchor

Almost every failed FC-GPR is failed before the form is opened, because the entity was not in a position to file. Registration on FIRMS is not part of the thirty-day window; it must precede it.

• Entity User registration — one-time, supported by an authority letter naming the individual.
• Entity Master Form (EMF) — one-time capture of the entity’s particulars and its existing foreign investment position. Every later filing validates against it. If it is wrong, everything downstream throws errors.
• Business User registration — for the person who will actually file the SMF forms, approved by the AD bank.
• AD bank mapping — the entity is mapped to a specific AD Category-I branch, which verifies and forwards every filing.

Onboarding involves bank turnaround time and cannot be compressed. A company that begins registration on day twenty-five of a thirty-day window will miss the window. For any company that expects foreign investment, FIRMS registration belongs at incorporation, not at first allotment.

Filings That Sit Alongside the Transaction Reporting

Companies frequently get FC-GPR right and then get caught out by the surrounding obligations. The following are part of a complete foreign-investment compliance cycle:

For companies with foreign shareholding, FEMA compliance also runs in parallel with ROC compliance — PAS-3 on allotment, SH-4 and the register of members on transfer, AOC-4 and MGT-7 annually. These are separate obligations and are not discharged by RBI filings, just as RBI filings are not discharged by MCA filings.

The Three Questions Before the Form

Reporting is the last step. A form filed perfectly on a transaction that was never permitted does not fix the transaction — it documents the contravention.

One: is the sector open? Foreign investment is prohibited outright in lottery and gambling businesses, chit funds, Nidhi companies, real estate business and farm house construction, trading in transferable development rights, tobacco manufacturing, and sectors not open to private investment such as atomic energy and most railway operations.

Two: automatic route or government approval? Most sectors are automatic — the company issues, prices correctly, and reports. Sectors with caps or conditions, including defence above the prescribed threshold, insurance, broadcasting, print media, and multi-brand retail, require prior government approval through the Foreign Investment Facilitation Portal before any money moves. Approval cannot be obtained retrospectively.

Three: does the land-border rule apply? Investment by an entity or citizen of a country sharing a land border with India — or where the beneficial ownership of the investment is traceable to such a country — requires prior government approval regardless of sector. This test was tightened in 2026. Press Note 2 (2026), issued on 15 March 2026 and given effect by the FEM (Non-debt Instruments) (Amendment) Rules, 2026 notified on 2 May 2026, substituted Rule 6(a) of the NDI Rules in full and introduced a 10% beneficial ownership threshold referenced to PMLA definitions. Structures that previously escaped the rule because ownership was fragmented across intermediate vehicles now have to be re-tested. The same amendment clarified that issuing or transferring a participating interest or right in an oil field to a non-resident is itself foreign investment.

For any round involving an investor with beneficial owners traceable to a land-border jurisdiction, this analysis belongs at term sheet stage. Discovering it at the FC-GPR stage means the money is already in the account and the approval was never obtained.

Pricing and valuation

Two practical points that decide whether a valuation survives AD bank scrutiny. First, a valuation has a shelf life — a certificate produced for a round in April will not comfortably support an allotment in December. Second, the report has to show its working. A one-line certificate stating a number, with no stated methodology, is the attachment that generates a query and burns three weeks of a thirty-day window.

Documentation Checklist

Assembling the following before the transaction closes is what turns a thirty-day window into a comfortable one rather than a scramble.

Investor documents

• Passport and address proof, notarised or apostilled as required
• Certificate of incorporation, constitutional documents, and board resolution, where the investor is a body corporate
• KYC report on the investor from the overseas remitting bank, routed to the Indian AD bank
• Declaration of beneficial ownership, and confirmation of whether any beneficial owner is situated in a land-border country
• Tax residency certificate, where treaty benefits or repatriation are in issue

Banking documents

• FIRC — Foreign Inward Remittance Certificate — for each remittance
• Foreign Inward Remittance Advice and the underlying SWIFT message
• Bank statement evidencing credit of the consideration
• Confirmation of AD branch mapping on FIRMS

Corporate documents

• Board resolution approving the allotment, or taking the transfer on record
• Shareholders’ resolution where the issue requires one
• Return of allotment and Form PAS-3 as filed with the ROC
• Updated register of members, and share certificates issued
• Shareholding pattern before and after the transaction, fully diluted
• Share subscription and shareholders’ agreement, where one exists
• Memorandum and Articles, and the NIC 2008 code for the principal business activity
• Executed Form SH-4 with stamp duty paid, and the consent letter between the parties, for a transfer

Professional certificates

• Valuation certificate from a Chartered Accountant, SEBI-registered Merchant Banker, or practising Cost Accountant
• Company Secretary certificate in the prescribed FC-GPR format
• Declaration by the authorised representative confirming compliance with the sectoral cap, entry route, and pricing guidelines
• Government approval letter, where the approval route applies

Execution requirements

• Completed Entity User, Entity Master, and Business User registration on FIRMS
• Valid Digital Signature Certificate for the authorised signatory — Class 3 is mandatory for the FLA return
• Reason for delay and the LSF computation, with a debit authorisation, where a filing is late

Why FC-GPR filings come back

A high share of first-time submissions are returned by the AD bank, and almost always for the same reasons. Every figure in the form has to reconcile exactly with the documents behind it:

• The amount in the form does not tie to the FIRC, usually because bank charges or an FX conversion difference were not accounted for
• The date of allotment does not match the board resolution or Form PAS-3
• The instrument is misclassified — an optionally convertible instrument reported as a capital instrument when it is in substance debt
• The valuation certificate is stale, is on an unstated methodology, or is signed by someone outside the prescribed categories
• The NIC code does not correspond to the actual business activity, so the sectoral cap cannot be verified
• The Entity Master shows a pre-existing shareholding inconsistent with the post-issue pattern

The Real Cost of Delay

The Late Submission Fee

The RBI’s LSF framework, set out in A.P. (DIR Series) Circular No. 16 of 30 September 2022 and retained in the current Master Direction, is a regularisation mechanism. It allows a late filing to be cured by a formula-driven payment instead of a compounding proceeding.

Where A is the amount involved in the delayed reporting, and n is the delay expressed in years, rounded up to the nearest month and stated to two decimal places.

Three conditions matter more than the formula itself:

• The LSF is capped at 100% of A, rounded up to the nearest hundred.
• The LSF route is available only for three years from the due date of reporting. Beyond that, the only route is compounding.
• Once the RBI issues an LSF advice, it must be paid within 30 days. An unpaid advice lapses, and a fresh application restarts the calculation from the date it is received.

Worked example. A company allots ₹5 crore of equity on 1 March 2026. FC-GPR was due by 31 March 2026 and is filed on 30 September 2026 — six months late, so n = 0.50.
LSF = ₹7,500 + (0.025% × ₹5,00,00,000 × 0.50) = ₹7,500 + ₹6,250 = ₹13,750.

The number is deliberately modest, and that is the point. The fee is cheap; the three-year window is the asset. The expensive outcome is not paying ₹13,750 — it is discovering the default in year four, when ₹13,750 is no longer on the table.

Compounding under the 2024 Rules

Where the three-year window has closed, or where the contravention is substantive rather than procedural — an investment above the sectoral cap, a transfer below fair value, an approval never obtained — the route is compounding under Section 15 of FEMA.

The Foreign Exchange (Compounding Proceedings) Rules, 2024, in force from 1 October 2024, replaced the 2000 Rules and changed the practical picture in four ways:

• The application fee is ₹10,000 plus GST, doubled from ₹5,000, and may now be paid by NEFT, RTGS, or other electronic modes rather than only by demand draft.
• The monetary limits for RBI officers were raised substantially — Assistant General Manager up to ₹60 lakh, Deputy General Manager up to ₹2.5 crore, General Manager up to ₹5 crore, and Chief General Manager above ₹5 crore — so far more cases are now disposed of without escalation.
• The RBI will not process an application until the applicant has completed the necessary administrative action — obtaining the approval, unwinding the transaction, or making the corrective filing. Compounding regularises a contravention; it does not substitute for fixing it.
• The compounding penalty must be paid within 15 days of the order, and the authority has 180 days to dispose of an application.

Compounding is not available for contraventions suspected of involving money laundering or terror financing, and is not available through an RBI officer where a similar contravention was compounded within the preceding three years.

Consequences that outlast the money

• Section 13 exposure. A contravention can attract a penalty of up to three times the amount involved, or ₹2 lakh where the amount is not quantifiable, with ₹5,000 per day for continuing default. Most procedural defaults are compounded well below this — but the statutory ceiling is what a diligence lawyer writes in the report, not the likely outcome.
• Repatriation blocked. An unresolved contravention on the record makes it materially harder to repatriate dividends or sale proceeds. The AD bank is the party who has to be satisfied, and it will not be.
• The next round stalls. Investor and acquirer diligence pulls the FIRMS record and the FLA history as a matter of course. An open FEMA default becomes a condition precedent, an indemnity, an escrow, or a price adjustment — and always a delay.
• Personal exposure. FEMA penalties attach to the person who was in charge of and responsible to the company for the conduct of its business, as well as to the company itself.

The Reporting Process, Step by Step

1. Confirm eligibility before the money moves. Sector, cap, entry route, and the land-border beneficial-ownership test. Obtain government approval first where it is required — this cannot be cured afterwards.
2. Complete FIRMS onboarding. Entity User, Entity Master Form, Business User, and AD bank mapping, done well ahead of the first transaction.
3. Obtain the valuation certificate before the price is agreed, from a Chartered Accountant, Merchant Banker, or Cost Accountant, on a documented and stated methodology.
4. Receive the consideration through banking channels and collect the FIRC and the investor KYC report from the remitting bank.
5. Allot within 60 days of receipt — board resolution, allotment, share certificates, register of members updated. Refund within 15 days if allotment does not happen in time.
6. File Form PAS-3 with the ROC within 30 days of allotment.
7. File FC-GPR on FIRMS within 30 days of allotment, with the complete attachment set, and respond to AD bank queries the same week they arrive.
8. For a transfer, file FC-TRS within 60 days of the transfer or the consideration, whichever is earlier, with SH-4, consent letter, valuation, and declarations.
9. File the annual FLA return by 15 July on the FLAIR portal, and file a revised return by 30 September where the first was on provisional figures.
10. Track to approval and archive. A form is not filed when it is submitted; it is filed when the AD bank approves it and the FIRMS record updates. Keep the acknowledgement with the transaction file — it is the document diligence will ask for.

Note that this area has been amended repeatedly since 2024, and the RBI has signalled further consolidation of its reporting systems. Companies reporting for the first time in several years, or relying on guidance written before 2024, should expect the position to differ from what they remember.

A Note on the 2024–2026 Amendments

Foreign investment regulation is moving faster than most of Indian corporate law, and commentary written even two years ago is now unsafe to rely on:

• FEM (NDI) Fourth Amendment Rules, 2024 liberalised cross-border share swaps and clarified the treatment of non-repatriable NRI and OCI holdings for downstream investment purposes.
• Foreign Exchange (Compounding Proceedings) Rules, 2024, effective 1 October 2024, raised the application fee and substantially raised the monetary limits within which RBI officers dispose of applications.
• FEMA Guarantees Regulations, 2026, notified 6 January 2026, replaced the 2000 framework and introduced quarterly reporting for cross-border guarantees — directly relevant to any M&A structure carrying a parent guarantee.
• FEM (Borrowing and Lending) First Amendment Regulations, 2026, effective 16 February 2026, updated ECB end-use monitoring and clarified conversion of ECB into equity under the NDI Rules.
• Press Note 2 (2026) and the FEM (NDI) (Amendment) Rules, 2026 of 2 May 2026 rewrote the land-border rule around a 10% beneficial ownership threshold.
• Draft FEM (Foreign Investment) Rules, 2026, released for public comment on 21 July 2026, propose to replace the NDI Rules, 2019 in their entirety with a simplified, principle-based framework, with comments open until 31 August 2026. Nothing is in force yet — but any structure being designed now should be designed with the draft in view.

What has not changed: the core pricing rule under Rule 21, the categories of professional who may certify a valuation, and the FC-GPR and FC-TRS reporting timelines.

A Note on LLPs and Startups

LLPs do not file FC-GPR or FC-TRS. Foreign investment in an LLP is permitted only in sectors where 100% FDI is allowed under the automatic route with no performance-linked conditions, and is reported as follows:

• Form LLP-I — receipt of capital contribution or acquisition of profit share by a non-resident: within 30 days of receipt of the amount.
• Form LLP-II — disinvestment or transfer of capital contribution or profit share: within 60 days of receipt of funds.
• Valuation must be certified in accordance with an internationally accepted valuation norm.
• The annual FLA return applies to LLPs exactly as it does to companies.

DPIIT-recognised startups have an additional instrument available. A convertible note — money received initially as debt, repayable at the option of the holder or convertible into equity — may be issued to a non-resident in a minimum of ₹25 lakh in a single tranche, and is reported in Form CN within 30 days of issue or transfer. It is a useful bridge instrument, but it is reportable, and startups that treat a convertible note as an informal loan discover otherwise at their next priced round.

How ROC and RBI Filings Interlock

The same corporate event generates two filings with two regulators. Keeping them consistent is what makes both defensible.

The reconciliation point that matters most: the shareholding pattern in MGT-7, the entity master on FIRMS, and the foreign liabilities figure in the FLA return must all tell the same story. Where they do not — and frequently they do not, because three different people prepared them in three different months — the inconsistency surfaces in diligence long before it surfaces with a regulator.

How Delhi Legal Company Supports Your FEMA Compliance

Foreign investment reporting is less a set of forms than a discipline that starts at the term sheet and runs for as long as the investment sits on the books. Our cross-border team manages the full cycle:

Structuring and eligibility advice, before the money moves. The cheapest FEMA work is done at term sheet stage — sectoral cap, entry route, beneficial ownership analysis, instrument design, and valuation approach settled before the wire is sent. Approvals cannot be obtained retrospectively and agreed prices cannot be un-agreed.

FIRMS onboarding well ahead of the first filing. Entity User, Entity Master Form, Business User registration, and AD bank mapping completed at incorporation for any company with foreign investment on the horizon, so the first thirty-day window is spent on documents rather than on registration queues.

Preparation of the complete filing pack. Valuation coordination, Company Secretary certificate, board and shareholder resolutions, declarations, and — critically — the reconciliation between the FIRC, the allotment, the ROC filing, and the form. That reconciliation is where nearly every resubmission originates, and it is the part that is done properly or not at all.

Management of the AD bank relationship. Bank queries answered in days rather than weeks, and filings prepared to the standard the specific bank’s compliance desk expects before it has to ask.

A single calendar for ROC and RBI. FLA by 15 July, APR by 31 December, ECB-2 monthly, alongside AOC-4, MGT-7, PAS-3, and the event-based MCA forms — prepared so that the shareholding pattern, the FIRMS record, and the FLA figures agree with each other.

Regularisation and remediation. Where filings are already late, we compute the exposure, prepare the LSF application while the three-year window is still open, and handle compounding under the 2024 Rules where it is not — including the administrative action the RBI now requires before an application will be processed at all.

Diligence readiness. For companies heading into a funding round, acquisition, or exit, we reconstruct and reconcile the historic FEMA record so that the FIRMS position stands up to the buyer’s counsel rather than becoming a condition precedent.

Our office in Connaught Place, New Delhi gives us direct working proximity to the regulatory authorities and to the AD bank compliance desks that actually clear these filings, and our team handles reporting for foreign-funded startups, wholly-owned subsidiaries, joint ventures, and India operations of foreign parents across time zones.

Frequently Asked Questions on FC-GPR, FC-TRS and RBI Reporting

1. What is Form FC-GPR?
A. FC-GPR is the RBI form through which an Indian company reports the issue of capital instruments — equity shares, compulsorily convertible preference shares, compulsorily convertible debentures, or share warrants — to a person resident outside India. It is filed on the FIRMS portal through the company’s AD Category-I bank within 30 days of allotment, and it is what records the foreign investment with the RBI.

2. What is Form FC-TRS?
A. FC-TRS reports the transfer of existing capital instruments of an Indian company between a person resident in India and a person resident outside India, in either direction, whether by sale or by gift. It is filed on FIRMS within 60 days of the transfer or of the receipt or remittance of consideration, whichever is earlier.

3. What is the difference between FC-GPR and FC-TRS?
A. FC-GPR is for a fresh issue — the company creates and allots new shares to a non-resident, and the company files within 30 days of allotment. FC-TRS is for a transfer — existing shares change hands, the company issues nothing, and the resident party to the transaction files within 60 days. They are separate forms with separate deadlines and separate document sets, and the wrong one cannot be used to cure the other.

4. Who is responsible for filing FC-GPR — the company or the investor?
A. The Indian investee company. The overseas investor’s obligation ends when the money is remitted through proper banking channels. This is the most common misunderstanding in a first foreign-funded round, and the usual reason a first FC-GPR is filed late.

5. Does the 30-day deadline run from the date the money was received?
A. No. It runs from the date of allotment. Separately, the shares must be allotted within 60 days of receipt of the consideration, and if they are not, the money must be refunded within the following 15 days. A company can therefore file FC-GPR on time and still be in contravention, if the allotment itself was late.

6. What documents are required for FC-GPR?
A. FIRC for each remittance, KYC report on the investor from the remitting bank, valuation certificate from a Chartered Accountant, SEBI-registered Merchant Banker, or practising Cost Accountant, Company Secretary certificate in the prescribed format, board resolution, list of allottees, copy of Form PAS-3, declaration by the authorised representative on sectoral cap and route compliance, and the government approval letter where the approval route applies.

7. What documents are required for FC-TRS?
A. Consent letter between transferor and transferee, shareholding pattern before and after the transfer on a fully diluted basis, valuation certificate establishing fair market value, executed Form SH-4 with stamp duty paid, FIRC and KYC where funds are coming into India, declarations from the non-resident party, board resolution taking the transfer on record, and an undertaking on pricing, cap, and route compliance.

8. What is the FIRMS portal and what is the Single Master Form?
FIRMS is the RBI’s Foreign Investment Reporting and Management System. The Single Master Form is the consolidated reporting framework on it, covering FC-GPR, FC-TRS, Form ESOP, Form DI, Form CN, Forms LLP-I and LLP-II, and Form InVi. Before any of them can be filed, the entity must complete Entity User registration, the Entity Master Form, and Business User registration, and be mapped to its AD Category-I bank.

9. What is the penalty for filing FC-GPR or FC-TRS late?
A. A Late Submission Fee of ₹7,500 plus 0.025% of the amount involved multiplied by the delay in years, capped at 100% of the amount involved. The LSF route is available only for three years from the due date; beyond that, the only route is compounding under Section 15 of FEMA. An LSF advice, once issued, must be paid within 30 days or it lapses.

10. How is the Late Submission Fee actually calculated?
A. LSF = ₹7,500 + (0.025% × A × n), where A is the amount involved and n is the delay in years, rounded up to the nearest month. On a ₹5 crore allotment reported six months late, that is ₹7,500 + (0.025% × ₹5,00,00,000 × 0.50), or ₹13,750. The modest figure is the point — the value lies in using the three-year window rather than losing it.

11. What is compounding under FEMA and when is it needed?
A. Compounding is the voluntary route under Section 15 of FEMA to admit and settle a contravention by paying a monetary penalty. It becomes necessary where the three-year LSF window has closed, or where the contravention is substantive — investment above the sectoral cap, a transfer at the wrong price, or an approval never obtained. Under the 2024 Rules the application fee is ₹10,000 plus GST, and the RBI will not process an application until the underlying defect has actually been corrected.

12. What is the FLA return and who has to file it?
A. The annual Foreign Liabilities and Assets return, filed on the RBI’s FLAIR portal by 15 July each year by every Indian company, LLP, AIF, or firm with outstanding inward FDI or outward ODI as at 31 March — including investment received in earlier years. Where audited accounts are not ready, file on provisional figures by 15 July and submit a revised return by 30 September.

13. Do I file the FLA return every year, or only in the year I received the investment?
A. Every year the foreign investment remains on the books. A company that received FDI in 2019 and has had no inflow since still files annually. This is the most commonly missed RBI filing among companies whose transaction reporting is otherwise in order.

14. What is Form DI and who has to file it?
A. Form DI reports downstream investment — investment by an Indian entity that is itself foreign-owned or controlled into another Indian entity. It is filed within 30 days of allotment, and the downstream entity must independently comply with the sectoral cap and pricing rules. Groups with a foreign parent, an Indian holding company, and Indian operating subsidiaries are almost always within it, and almost never file it the first time.

15. Does filing PAS-3 with the ROC cover the RBI requirement?
A. No. PAS-3 is a Companies Act filing with the Registrar of Companies. FC-GPR is a FEMA filing with the RBI through the AD bank. Both are due within 30 days of allotment, both must be made, and completing one does not discharge the other.

16. What are the pricing guidelines for issuing or transferring shares to a non-resident?
A. For an unlisted company, fair value is determined on any internationally accepted pricing methodology on an arm’s length basis, certified by a Chartered Accountant, SEBI-registered Merchant Banker, or practising Cost Accountant. An issue or a transfer to a non-resident must be at not less than fair value; a transfer from a non-resident to a resident must be at not more than fair value. Listed companies are priced under SEBI guidelines.

17. Can shares be transferred to a foreign relative at face value?
A. Not if face value is below fair value. The pricing rule applies to a family transfer exactly as to a commercial one, and a resident-to-non-resident transfer below fair value is a contravention regardless of intention. A transfer by way of gift additionally requires prior RBI approval.

18. Which investments need prior government approval?
A. Investment in sectors outside the automatic route — defence above the prescribed threshold, insurance, broadcasting, print media, multi-brand retail, and others — requires approval through the Foreign Investment Facilitation Portal. Separately, investment from a country sharing a land border with India, or where beneficial ownership is traceable there, requires approval regardless of sector. Following Press Note 2 (2026) and the NDI Amendment Rules of May 2026, that test now operates with a 10% beneficial ownership threshold.

19 Can an LLP receive foreign investment, and what does it file?
A. Yes, but only in sectors where 100% FDI is permitted under the automatic route without performance-linked conditions. An LLP files Form LLP-I within 30 days of receiving capital contribution and Form LLP-II within 60 days of a disinvestment or transfer. It does not file FC-GPR or FC-TRS, but it does file the annual FLA return.

20. What other RBI filings apply to a company with cross-border activity?

A. The APR by 31 December for each overseas entity where ODI exists; Form OPI within 60 days of each half-year end; Form ECB before drawdown and Form ECB-2 monthly within 7 working days of month end; quarterly reporting for cross-border guarantees under the 2026 regulations; and the Annual Activity Certificate for a branch, liaison, or project office.

21. Our FC-GPR is two years late — what should we do now?
A. File it. The LSF route remains open for three years from the due date, and the fee on a two-year delay is a fraction of what compounding costs in fees, management time, and diligence damage. Compute the exposure, prepare the filing with the reason for delay and the LSF computation, and regularise before the window closes. The worst outcome is not a late filing — it is a late filing first discovered by an acquirer’s counsel in year four.

22. How do I check what foreign investment is recorded against my company?
A. The entity master and the transaction history on the FIRMS portal show what has actually been recorded and approved. Where the FIRMS position does not match the register of members or the shareholding pattern reported in MGT-7, that gap should be reconciled and corrected before it is found during a funding round.

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