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FC-GPR Filing After Allotment to a Foreign Investor
FC-GPR filing in India runs thirty days from allotment, not from the day the money arrives. That single distinction is behind most late filings, and a late filing is not a small thing: it is a FEMA contravention with exposure calculated on the amount involved.
- The clock, the documents, the portal
- Why filings get returned, and how to avoid it
- India, UAE and Singapore under one practice
Filed & AcknowledgedWithin the 30-day window
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Quick Answer
What is FC-GPR and when must it be filed?
FC-GPR filing after allotment to a foreign investor reports the issue of equity instruments by an Indian company to a person resident outside India. Form FC-GPR is filed on the Reserve Bank's FIRMS portal within 30 days of allotment, not within 30 days of receiving the money, and the obligation sits with the Indian company rather than the investor or the bank.
The six things that decide whether a filing goes through
- The 30-day clock runs from the date of allotment. Money can sit in the account for up to 60 days before allotment without starting it.
- The Indian company files. Not the foreign investor, and not the authorised dealer bank.
- Entity Master registration on FIRMS must exist before any FC-GPR can be submitted, and it takes three to five working days to obtain.
- A valuation certificate is required for every issue except subscription to the memorandum at incorporation.
- The AD bank reviews the filing, typically in two to three working days, and returns it with queries rather than rejecting it outright.
- A returned filing is corrected using the modification feature, not by starting a new form. The original allotment date remains the deadline reference.
FC-GPR is one form in a wider reporting set. For the full map of inbound filings and what each one is triggered by, see FDI compliance and FEMA advisory in India.
Which Form Applies
When FC-GPR applies, and when a different form does
FC-GPR covers a fresh issue of equity instruments to a non-resident. A surprising number of filings are made on the wrong form because the transaction looks similar from the inside.
| What happened | Form | Deadline |
|---|---|---|
| The company issued new shares to a foreign investor | FC-GPR | 30 days from allotment |
| The company issued CCPS or CCDs to a foreign investor | FC-GPR | 30 days from allotment. Both are equity instruments under FEMA. |
| An existing shareholder sold shares to a foreign investor, or bought from one | FC-TRS | 60 days from transfer or receipt of consideration, whichever is earlier |
| A foreign owned Indian company subscribed to shares in another Indian company | Form DI | 30 days from allotment |
| Foreign capital contribution into an LLP | Form LLP-I | 30 days from receipt |
| Options granted to someone resident outside India | Form ESOP | 30 days from issue |
| A startup issued convertible notes to a non-resident | Form CN | 30 days |
| Conversion of a CCPS or CCD already reported on FC-GPR | No fresh FC-GPR | The conversion was priced at issue. Confirm the reporting position with the AD bank. |
A rights issue to an existing foreign shareholder is still an FC-GPR
It feels different because no new investor arrives and the shareholding percentages may be unchanged. It is nonetheless a fresh issue of equity instruments to a person resident outside India, and it is reported on FC-GPR within 30 days of allotment like any other issue. The pricing rules that apply to a rights issue differ from those for a preferential allotment, but the reporting obligation does not.
The Deadline
FC-GPR filing after allotment to a foreign investor: where the 30-day clock starts
Two clocks run in sequence, and confusing them is the single most common cause of a late filing.
The money arrives
An inward remittance is received through banking channels against a subscription. The receiving bank issues a Foreign Inward Remittance Certificate. Nothing is due yet, and the FC-GPR clock has not started.
The shares must be allotted
The board resolves to allot. If allotment does not happen within 60 days, the money must be refunded within the following 15 days, after which it attracts interest and is treated as a deposit.
The FC-GPR clock starts here
Thirty days run from the date of allotment recorded in the board resolution, not from the date of the remittance and not from the date the share certificates are issued.
FC-GPR submitted on FIRMS
Submitted to the AD bank through the portal with the full document set. Submission is what counts, though a filing returned for correction should be resolved quickly.
Worked example
Remittance received 1 April. Board allots on 20 May, which is within the 60-day window. The FC-GPR is due by 19 June, thirty days from 20 May, not by 1 May.
Now change one fact. The same remittance is received on 1 April and the board allots on 3 April because the paperwork was ready. The FC-GPR is due by 3 May. The company that assumed it had until late June has missed the deadline by seven weeks, and the reason is that acting quickly on the allotment brought the second deadline forward.
The practical rule: the faster you allot, the sooner the FC-GPR is due. Prepare the filing alongside the allotment rather than after it.
Documentation
Documents required for FC-GPR
Six documents, each of which the AD bank checks against the form entries. Most returned filings fail on a mismatch between a document and the data typed into the form, rather than on a missing document.
Foreign Inward Remittance Certificate
Issued by the bank that received the money. It evidences the amount, the date of receipt, the remitter and the purpose. The AD bank checks the FIRC amount and date against what is entered in Section C of the form, so a partial drawdown or a remittance received in two instalments must be reflected accurately rather than aggregated.
Where the remittance arrived net of bank charges, the form should reflect the position the FIRC states rather than the invoice amount agreed with the investor.
KYC report on the foreign investor
Obtained by the AD bank from the remitting bank overseas, through banking channels, in the prescribed format. It is not a KYC pack assembled by the company and it cannot be substituted with the investor's own documents.
This step depends on a third party abroad and is a common source of quiet delay. Request it when the remittance is initiated, not when the filing is being prepared.
Valuation certificate
From a SEBI-registered merchant banker or a chartered accountant holding a certificate of practice, confirming the fair value per share and that the issue price is at or above it. Required for every issue except subscription to the memorandum at incorporation, where shares are taken at face value.
The certificate should be dated close to the allotment and should state the methodology and the workings. A certificate that is materially out of date by the allotment date, or that states a value without showing how it was reached, is a standard reason for a query.
Board resolution and list of allottees
The resolution approving the allotment, showing the date, the number and class of instruments, the price per instrument and the allottees. The allotment date in the resolution is the date the 30-day clock runs from, so it must match the date entered in Section A of the form exactly.
Company secretary certificate
In the format prescribed by the Reserve Bank, certifying that the company has complied with the applicable provisions of the Companies Act and the FEMA regulations in making the issue. Signed by a practising company secretary.
It is a certificate about compliance, not a covering letter, and the certifying professional carries responsibility for what it states. Where a substantive issue exists, such as an issue below fair value, the certificate is where it surfaces.
Shareholding pattern before and after
Setting out resident and non-resident holdings on a fully diluted basis before the issue and after it. The post-issue position drives the sectoral cap check the AD bank performs, and it is also where a company discovers that convertible instruments or outstanding options push the foreign holding across a threshold it thought it was under.
Upload format matters
Documents are uploaded as PDFs subject to a per-file size limit, commonly one megabyte. A scanned document that is illegible at that size is returned, and rescanning at a lower resolution is not the answer. Generate PDFs digitally where possible rather than scanning printouts.
FIRMS Portal
Filing FC-GPR on the FIRMS portal
Two registrations have to exist before a form can be submitted, and the first of them takes several days. A company that starts the registration on day 25 of the 30-day window will not make the deadline.
Entity User registration and the Entity Master
The company registers on FIRMS with the authorised person's details, the CIN, PAN and date of incorporation. Credentials arrive by email. The Entity Master is then completed with the registered office, nature of business, capital structure and any existing foreign investment.
Nothing can be filed until this exists. It is a one-time step and it is the one companies discover too late.
Business User registration
The Business User is the person who actually submits forms. It can be the same person as the Entity User or a different authorised representative such as a company secretary or an adviser. A board resolution or authorisation letter designating them is required, and they are responsible for the accuracy of what is submitted.
Select FC-GPR and complete four sections
Section A carries the investment details: entry route, sectoral cap, nature of the issue and the allotment date.
Section B carries investor details for each foreign party.
Section C carries the financial detail: consideration, date the funds were received, AD bank details and the instrument particulars.
Section D carries the shareholding pattern before and after the issue.
Upload the documents
All six documents attached in the prescribed format. Check each one is legible at the uploaded size before submitting.
AD bank review
The bank checks that the FIRC details match the form, that the valuation is within the pricing guidelines, that the sector and cap are correctly stated, that the documents are legible, and whether the filing is within the 30-day window.
Acknowledged, or returned for modification
An accepted filing moves to acknowledged status. Download and keep the acknowledgement, because it is requested in every subsequent FEMA filing and in diligence.
A filing with queries is returned. Correct it using the modification feature on the existing filing rather than creating a new one, because a new filing loses the original submission reference.
Common Pitfalls
Why FC-GPR filings get returned
Almost all queries fall into six categories. Every one of them is avoidable at the preparation stage, and every one costs days at a point in the calendar where days matter.
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Amount mismatch between the FIRC and the form
The form states the agreed subscription amount, the FIRC states what actually landed after correspondent bank charges, and the two do not reconcile. Enter what the FIRC says and account for the difference, rather than the number in the subscription agreement.
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Valuation certificate out of date or unsupported
A certificate prepared months before the allotment, or one that states a value with no methodology and no workings. Both attract a query. Obtain the valuation close to the allotment and make sure the report shows how the number was reached.
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KYC not received from the remitting bank
The company assembled the investor's incorporation documents instead. The KYC has to come through banking channels from the investor's own bank, and requesting it late is what usually delays the filing rather than anything the company controls.
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Sector or entry route stated incorrectly
Section A asks for the sector and the applicable cap. A widely drafted object clause, or a company describing itself by what it sells rather than what it does, produces an answer the bank queries against the FDI policy.
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Shareholding pattern does not reconcile
Section D does not tie to the allotment, usually because convertible instruments or outstanding options were left out of the fully diluted calculation, or because a prior allotment was never reported and the opening position is wrong.
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Illegible or oversized documents
Scanned pages compressed to meet the file size limit until they cannot be read. Generate PDFs digitally rather than scanning printouts, and check each upload opens cleanly before submitting.
A returned filing is not a rejected filing
The status is a query rather than a refusal, and the fix is the modification feature on the existing submission. Creating a fresh filing instead is a common error: it loses the original reference and can leave two records against the same allotment.
What a return does not do is stop the clock. The 30-day deadline continues to run from the allotment date, so a filing submitted on day 28 and returned on day 30 is late unless the correction goes back immediately. Submitting inside the first two weeks leaves room for a query cycle.
Regularisation
If the 30 days have already passed
This is recoverable, and it is more common than the guidance suggests. What matters is how late it is and whether anything beyond the timing is wrong.
| Situation | Route |
|---|---|
| Late, but within three years of the due date, with nothing else wrong | File with a Late Submission Fee. Computed as a fixed component plus a percentage of the amount involved for each year of delay, capped at the amount involved. No adjudication. |
| More than three years late | The LSF route is closed. Compounding with the Reserve Bank. |
| Shares allotted outside the 60-day window | Substantive contravention. Compounding, not LSF. |
| Issued below fair market value | Substantive contravention. Compounding, not LSF. |
| Instrument was actually debt, reported as FDI | Substantive contravention running from the date of issue. Compounding. |
| Several tranches over the years, position never checked | A FEMA health check first, then LSF or compounding depending on what it finds. |
The fee grows, and so does the problem
The Late Submission Fee increases with each year of delay, so the arithmetic always favours filing now over filing after the next board meeting. More importantly, an unreported inward investment surfaces in every subsequent FEMA filing and in every diligence exercise, and a buyer will not close on an entity with an open FEMA position rather than price the risk.
What Follows
What follows the FC-GPR
The acknowledgement is not the end of the obligation. Filing FC-GPR correctly opens a recurring cycle that most companies do not diarise.
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Share certificates and stamp duty
Certificates are due within two months of allotment under the Companies Act, with state stamp duty payable on issue. Missing this causes nothing at the time and surfaces at the first transaction requiring evidence of title.
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The annual FLA return
Due by 15 July every year for as long as foreign investment sits on the balance sheet, whether or not anything happened that year. Filed on FLAIR, which is a separate portal with a separate registration.
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Every subsequent tranche
A fresh valuation, a fresh allotment inside 60 days, and a fresh FC-GPR within 30 days of it. Three tranches is three sets of filings, not one, and the second is where companies most often assume the first one's treatment carries over.
Why IMC
How IMC handles FC-GPR filings
What the engagement covers
Entity User and Business User registration where the company is not yet on FIRMS. Coordination of the valuation certificate and the KYC request through the AD bank at the point the remittance is initiated rather than at the filing. Preparation of the board resolution, list of allottees, shareholding pattern and company secretary certificate. Completion and submission of the form, and management of any query cycle with the bank through to acknowledgement.
Where the deadline has already passed, an assessment of whether the position is curable by Late Submission Fee or needs compounding, and the filing either way.
What to have ready before the first call
The date and amount of the inward remittance, the date of allotment or the intended date, whether a valuation certificate exists, whether the company is registered on FIRMS, and whether any earlier tranche was ever reported. Those five answers determine whether this is a routine filing or a regularisation.
Meet The Team
Experts behind this service
The people who will actually run your branch or liaison office approval, end to end.
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Shriya Mandal
Director - Compliance
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Deepakshi Sukhwani
Senior Associate - Corporate Services
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Mudita Gehlot
Senior Associate - Corporate Services
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Poornima J
Director - Strategic Partnerships & Business Development
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Ninad Parkar
Director
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Aishwarya Shiva
Director - Strategic Partnerships & Business Development
FAQs
Form FC-GPR reports the issue of equity instruments by an Indian company to a person resident outside India. It is filed on the Reserve Bank’s FIRMS portal within 30 days of allotment. The obligation sits with the Indian company, not with the foreign investor and not with the authorised dealer bank.
From the allotment. Money may be held for up to 60 days from receipt before shares are allotted, and the FC-GPR clock only starts on the allotment date recorded in the board resolution. Allotting quickly therefore brings the FC-GPR deadline forward rather than pushing it back.
Six: the Foreign Inward Remittance Certificate, the KYC report obtained from the remitting bank through banking channels, a valuation certificate, the board resolution with the list of allottees, a company secretary certificate in the prescribed format, and the shareholding pattern before and after the issue.
For every issue except subscription to the memorandum at incorporation, where shares are taken at face value because there is no business to value. Every issue after that needs one, including a capital top-up from the same parent, which is the point most often missed.
The Business User registered against the company. That can be an officer of the company or an authorised representative such as a company secretary or adviser, designated by a board resolution or authorisation letter. The Business User is responsible for the accuracy of what is submitted.
Typically three to five working days for credentials to be issued after the registration request. It is a one-time step, but nothing can be filed until it exists, so a company starting the registration late in the 30-day window will not meet the deadline.
Commonly two to three working days for the review. The bank checks the FIRC against the form entries, the valuation against the pricing guidelines, the sector and cap, the legibility of the documents, and whether the filing is within the 30-day window before acknowledging it.
It is a query rather than a refusal. Correct the existing submission using the modification feature rather than creating a new filing, which loses the original reference. The 30-day clock does not pause during a query cycle, so submitting early leaves room for one.
Where the only failure is timing and the filing is within three years of the due date, a Late Submission Fee regularises it: a fixed component plus a percentage of the amount involved for each year of delay, capped at the amount involved. Beyond three years, or where anything substantive is wrong, compounding applies.
Yes. It is still a fresh issue of equity instruments to a person resident outside India, so FC-GPR is filed within 30 days of allotment even though no new investor arrives. The pricing rules for a rights issue differ from a preferential allotment, but the reporting obligation is the same.
Yes. Compulsorily convertible preference shares and compulsorily convertible debentures are equity instruments under FEMA, so both are reported on FC-GPR within 30 days of allotment. Instruments that are only optionally convertible are debt and fall under the external commercial borrowing framework instead.
Share certificates within two months of allotment with state stamp duty payable, and the annual FLA return by 15 July every year thereafter for as long as foreign investment sits on the balance sheet. Each subsequent tranche needs its own valuation, allotment and FC-GPR.
Get Started
File it before the clock runs out
Send the remittance date, the allotment date or the intended one, and whether the company is already registered on FIRMS. We will tell you the deadline, what is missing, and whether this is a routine filing or a regularisation.
Response within one working day. Initial position review at no cost.
IMC