The Form FC-GPR (Foreign Currency – Gross Provisional Return) is the reporting form prescribed by the Reserve Bank of India (RBI) for notifying the issue or allotment of equity instruments such as equity shares, compulsorily convertible preference shares (CCPS), compulsorily convertible debentures (CCD), share warrants, or ESOPs upon conversion to persons resident outside India (both entity and individual). Companies seeking to manage such investments often rely on FDI (Foreign Direct Investment) Consultancy in India to ensure compliance with RBI regulations and smooth reporting.
When a foreign parent company or any non-resident individual subscribes to the share capital of an Indian company, including for setting up a wholly owned subsidiary (WOS), such investment qualifies as Foreign Direct Investment (FDI) and must be reported in Form FC-GPR through the FIRMS Portal of the RBI. Many Indian companies engage FDI (Foreign Direct Investment) Consultancy in India to navigate the complex procedures of FC-GPR filing and FEMA compliance.
Importantly, the obligation to file Form FC-GPR lies entirely with the Indian investee company, not with the foreign investor. The FC-GPR filing requirement applies even when the foreign investor becomes 100% shareholder, resulting in the formation of a wholly owned subsidiary. The fact that the Indian entity is fully held by a foreign investor does not exempt it from the FDI reporting compliance.
Deadlines & Timing
1. Allotment of Shares
The Indian company must allot shares within 60 days from the date of receipt of the subscription money from the foreign investor. Failure to allot within this period requires the company to refund the money within 15 days; otherwise, the investment is treated as a contravention of FEMA regulations.
2. Filing of Form FC-GPR
The Form FC-GPR must be filed within 30 days from the date of share allotment through the FIRMS portal. The Form is submitted online by the investee company and processed by the Authorised Dealer (AD) Bank, which then forwards it to the RBI. The 30-day timeline is strictly enforced. Delayed filing beyond 30 days triggers the requirement to pay the Late Submission Fee (LSF) as per the RBI’s prescribed schedule. Timely completion of share allotment and FC-GPR filing is critical. Professional support from FDI (Foreign Direct Investment) Consultancy in India can help Indian companies meet deadlines, avoid Late Submission Fees, and maintain proper documentation for RBI audits.
3. Filing of Annual FLA Return
In addition to the FC-GPR, every Investee company that has received FDI or made ODI is required to file the Foreign Liabilities and Assets (FLA) Return each year. The FLA return is filed through the FLAIR portal of RBI. It is typically due on or before July 15 for the previous financial year.
Filing the FLA return is mandatory, even if the company does not have any fresh FDI in the relevant year but has outstanding FDI or ODI positions.
Who Files FC-GPR and How?
The responsibility for filing Form FC-GPR lies entirely with the Indian company. Companies often consult FDI (Foreign Direct Investment) Consultancy in India to ensure proper preparation of documents, verification by AD Banks, and smooth electronic submission to the RBI. The filing process involves the following steps:
1. Receipt of Foreign Investment
The investee company must first receive the subscription money from the foreign shareholder. Afterwards, the Authorised Dealer (AD) Bank issues the FIRC (Foreign Inward Remittance Certificate) or provides other acceptable documentary evidence of inward remittance. The AD Bank also generates a six-pointer KYC of the foreign investor, which is mandatory for FDI reporting based on a SWIFT message.
2. Completion of Corporate Actions
Before filing FC-GPR, the investee company must complete all corporate and statutory formalities related to the allotment, including:
- Convening a Board Meeting and approving the issue and allotment of shares;
- Ensuring compliance with the pricing guidelines under FEMA;
- Issuing share certificates to the investor;
- Updating statutory registers (Register of Members, Register of Allotment);
- Filing Form PAS-3 (Return of Allotment) with the Registrar of Companies (RoC) in case of subsequent FDI;
- Obtaining a CS certificate for the allotment of shares.
3. Preparation and Filing of Form FC-GPR
After the allotment is completed, the company prepares Part A of Form FC-GPR along with all required supporting documents and uploads it on the FIRMS (Single Master Form) portal of the RBI.
The filing is submitted through the company’s Authorised Dealer (AD) Category-I Bank, which verifies:
- KYC compliance
- Source of funds
- Supporting documents (board resolution, valuation report, CS certificate, declaration, etc.)
After verification, the AD Bank forwards the Form electronically to the RBI for processing. Many Indian companies rely on professional FDI (Foreign Direct Investment) Consultancy in India to ensure accurate preparation of these documents and smooth submission.
4. RBI Acknowledgement & Record Keeping
Once the FC-GPR is successfully processed, the RBI issues an acknowledgement via the FIRMS portal. The company must maintain the Unique Identification Number (UIN) generated by RBI, the AD Bank’s approval, and the FC-GPR acknowledgement in its compliance records. Many companies in India rely on professional India, RBI Compliance Services in India to ensure proper record-keeping and smooth regulatory adherence.
Note:
The earlier two-stage reporting system (initial Advance Remittance Form – ARF followed by FC-GPR) has been discontinued. All FDI reporting is now consolidated under the Single Master Form (SMF) structure and filed via the FIRMS portal with a single FC-GPR submission for equity issuance.
Documents to be Attached with Form FC-GPR
The following documents constitute the standard set that must be attached when filing Form FC-GPR on the RBI’s FIRMS portal. While the exact requirements may vary slightly depending on the Authorised Dealer (AD) Bank, these documents are typically essential and required by the RBI:
- Foreign Inward Remittance Certificate (FIRC) / bank remittance evidence (or debit to appropriate NRE/FCNR account) and six-pointer KYC;
- Board resolution approving subscription, allotment and authorisation to file FC-GPR;
- Certificate from the Company Secretary certifying compliance with the Companies Act, FEMA/FDI rules, sectoral caps/conditions, and that share certificates/Registers of Members have been updated;
- Copy of Certificate of Incorporation of investee company;
- Certified true copies of the MOA/AOA of the investee company;
- Declaration by the authorised representative of the investee company.
Note:
In addition to the core mandatory documents, Authorised Dealer (AD) Banks may request supplementary documents based on their internal compliance and due diligence requirements. Many companies engage FDI (Foreign Direct Investment) Consultancy in India to ensure all documents are complete and properly certified before submission.
Consequences of Late Filing of Form FC-GPR
1. Regulatory Consequences
Delay in filing FC-GPR may attract scrutiny from the Reserve Bank of India (RBI). The company shall pay the Late Submission Fee (LSF) to the RBI. In serious or prolonged cases, RBI may initiate further action, including reversal of transactions or imposition of penalties under FEMA. Many companies seek professional Business Advisory for Foreign Companies in India to manage these regulatory risks effectively.
2. Operational and Compliance Impact
Incorrect, incomplete, or delayed filing can result in the AD Bank or RBI raising queries, seeking additional documentation, or withholding acknowledgement and Unique Identification Number (UIN). This may delay closure of the FDI reporting cycle and impact related corporate processes.
3. Banking Restrictions
The AD Banks may temporarily restrict or decline certain banking operations related to foreign investment inflows (such as repatriation, further remittances, or downstream compliance) until the pending FC-GPR is duly filed and accepted by RBI.
4. Audit and Due Diligence Implications
Non-compliance with FEMA reporting requirements is treated as a material compliance lapse. It may be flagged during statutory audits, internal audits, or due diligence processes (including investor reviews, M&A transactions, or regulatory inspections). Maintaining a complete documentary trail is essential to avoid future disputes or compliance risks. Many companies consult FDI (Foreign Direct Investment) Consultancy in India to mitigate these compliance risks effectively.
Conclusion
When a foreign parent company subscribes to the capital of its Indian wholly-owned subsidiary, timely and accurate filing of Form FC-GPR is a mandatory and critical FEMA compliance requirement. The Indian investee company must ensure that the investment falls within the permitted sector and entry route, obtain a valid valuation/pricing certificate, complete the share allotment and corresponding ROC filings, and secure proper bank documentation such as the FIRC & KYC.
The FC-GPR must be filed through the AD Bank on the RBI’s FIRMS portal within 30 days from the date of allotment. All supporting documents should be maintained for future audit purposes, annual FLA reporting, and any queries from the RBI or the AD Bank.
Effective advance planning, coordination with AD Banks, and engagement with experienced FDI (Foreign Direct Investment) Consultancy in India help prevent delays, avoid penalties, and ensure smooth regulatory compliance with FEMA and RBI norms.