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Key takeaways
- FC-GPR is a mandatory transaction-based reporting form used to report the fresh issue of capital instruments by an Indian company to a person resident outside India and to update RBI’s foreign investment records through the FIRMS portal.
- The form must be filed within 30 days from the date of allotment of capital instruments, irrespective of when the funds were received.
- All details entered in the form must exactly match the FIRC, KYC report, valuation certificate, board resolution, and share subscription documents, as inconsistencies commonly result in queries or rejection by the AD bank.
- Delay in filing must be regularised through payment of Late Submission Fee (LSF) within the prescribed framework, failing which the company may face penal proceedings under Section 13 of the Foreign Exchange Management Act, 1999.
What is FC-GPR?
Form FC-GPR (Foreign Currency – Gross Provisional Return) is the statutory reporting form used to report the issue of capital instruments by an Indian company to a person resident outside India.
The requirement arises under the Foreign Exchange Management Act, 1999 (FEMA) and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.
Whenever an Indian company issues equity shares or other capital instruments to a foreign investor, the allotment must be reported to the Reserve Bank of India (RBI) through the company’s Authorized Dealer (AD) bank within the prescribed timeline.
Form FC-GPR records foreign direct investment inflows and updates the company’s foreign shareholding position in RBI’s reporting system.
When is FC-GPR filing required?
FC-GPR filing is required when capital instruments are issued to a person resident outside India, including:
1. Equity shares
2. Compulsory Convertible Preference Shares (CCPS)
3. Compulsory Convertible Debentures (CCD)
4. Share warrants (upon conversion into equity shares)
5. Convertible notes (upon conversion into equity shares)
7. Equity shares allotted upon exercise of ESOPs
8. Bonus shares allotted to persons resident outside India
9. Rights issue shares allotted to persons resident outside India
What is the time limit for filing FC-GPR?
The reporting timeline under FEMA follows this sequence:
Note:
- This timeline applies to capital instruments issued under FDI, such as equity shares, CCPS, CCDs, and share warrants.
- Certain instruments follow separate reporting requirements under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019:
- Convertible notes issued by startups are reported in Form CN within 30 days of issue. If the note later converts into equity shares, Form FC-GPR must be filed within 30 days from the date of allotment of the shares.
- ESOPs granted to non-residents are reported in Form ESOP within 30 days of grant. If the ESOP is exercised and shares are allotted, Form FC-GPR must be filed within 30 days from the date of allotment of those shares.
Under FEMA, capital instruments must be allotted within 60 days from the date of receipt of application money.
If allotment does not take place within this period, the company must refund the amount within 15 days from the expiry of the 60-day period.
If the amount is not refunded within this additional 15-day period, it is deemed to be a deposit under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014. Any adjustment of the amount for any other purpose will not be treated as a refund.
Advance Reporting Form (ARF)
Before FC-GPR is filed, companies may also need to submit an Advance Reporting Form (ARF) to the AD bank at the time of receipt of the foreign remittance. The ARF reports the receipt of consideration for issue of capital instruments before the shares are actually allotted. This is a distinct compliance step that precedes FC-GPR, and companies should confirm the ARF requirement with their AD bank when the foreign remittance is first credited.
Documents required to file FC-GPR
The following documents are typically required for FC-GPR filing:
1. Foreign Inward Remittance Certificate (FIRC)
2. KYC report of the foreign investor
3. Board resolution for allotment of securities and list of allottees
4. Valuation certificate
5. Company Secretary certificate in RBI format
6. Declaration by authorized representative of Indian company
7. Memorandum of Association (MOA) (if required)
8. Letter of debit authorization
9. Declaration of conversion of CCPS (if applicable)
10. Reason for any delay in submission, if required
How to file FC-GPR with RBI?
FC-GPR is filed online through the RBI FIRMS portal and requires prior system registration before the return can be submitted. The filing process involves system registration, data entry, document upload, and AD bank approval.
Step 1: Create an ‘Entity User’ on the RBI FIRMS portal
Before filing FC-GPR, the company must create an Entity User on the RBI FIRMS portal. During registration, the following information must be provided:
- CIN and company details
- Company email and mobile number
- PAN
- Authorization Letter on company letterhead
The company must appoint an authorized person for RBI filings and issue an authority letter addressed to the correct RBI Regional Office (Foreign Exchange Department).
Once the application is submitted, the RBI Regional Office will review the registration request. If the application is approved, login credentials are issued to the registered email address. If it is rejected, the deficiencies must be corrected and a fresh application must be submitted.
Note: Make sure the regional office address is correct. Incorrect regional office details may result in rejection.
Step 2: Register entity and create a ‘Business User’
After logging in as Entity User, you must register the company under Entity Master and apply as a Business User.
2A. Register under Entity Master
Enter basic company details such as:
- CIN and address
- NIC code (select the primary business activity)
- Paid-up capital (on fully diluted basis)
If no prior foreign investment exists, the relevant fields should be reported as zero. The portal does not provide a draft save option. All required information should be collated prior to initiation.
2B. Create a Business User
The Business User account is required to actually file FC-GPR. You will need to:
- Fill details of the authorized person
- Select the relevant Authorized Dealer (AD) bank
- Upload a Business User Authorization Letter
After approval (usually within a few working days), you will receive login credentials. Once activated, the Business User can proceed to file FC-GPR.
Step 3: Start filing FC-GPR (single master form)
Once your Business User is approved:
- Log in to the FIRMS portal
- Go to ‘Single Master Form’
- Select FC-GPR
- Click ‘Add New Return’
If you are revising an earlier filing, select the previous return number. Otherwise, proceed as a fresh filing.
Before starting, check the sectoral cap and entry route (Automatic vs Government route). If government approval is required, keep the approval copy ready.
Step 4: Fill basic transaction details
You must specify:
- Nature of issue (subscription, conversion, etc.)
- Whether this is a fresh filing or linked to a previous one
If you had already declared foreign shareholding in Entity Master earlier, select the appropriate option. Otherwise, proceed as a fresh change.
Step 5: Enter foreign investor(s) details
Only details of people resident outside India should be entered in this section. Indian shareholders should not be included. For each foreign investor, the following details must be provided:
- General details (Name, address, town, state, etc.)
- Particulars of issue (Type of investment, number of investments, conversion ratio, face value, premium, etc.)
The investor’s name and particulars must exactly match the FIRC and KYC issued by the AD bank. Mismatch in spelling or address is a common rejection reason.
Step 6: Enter remittance details
The remittance section requires:
- Date of remittance (the date money was credited to your bank account)
- Amount received (in INR, as per FIRC)
- Bank name and IFSC (your receiving bank)
- Mode of receipt (banking channel, NRE account, etc.)
The following must match exactly:
- Share subscription agreement
- FIRC
- Bank KYC
- Amount shown in the form
Significant discrepancies between documents may result in queries or rejection by the AD bank.
If excess funds are received, the company must refund the excess amount or ensure compliance with FEMA pricing guidelines and applicable Companies Act provisions.
Step 7: Enter valuation details
You must disclose the fair value of the shares (in INR Rs.) and attach the valuation certificate. The issue price must not be below the fair value determined in accordance with FEMA pricing guidelines.
Step 8: Upload mandatory documents
Upload the supporting documents listed above in the prescribed formats. All documents must be signed, dated, and consistent with the details entered in the form.
The contact details of the person filing the form should be mentioned in the supporting documents, as the AD bank may seek clarification during review. All declarations must be reviewed carefully. If a clause is not applicable, it should be struck out rather than deleted.
Step 9: Final review and submission
Before clicking submit:
- Recheck share numbers
- Recheck remittance date
- Recheck issue price
- Ensure all documents are attached
- Confirm foreign investor details match bank documents
The form must be reviewed thoroughly before final submission. After submission, the AD bank reviews the form. Once approved, the FC-GPR reporting requirement is treated as complete.
What is the penalty for late filing of FC-GPR?
If FC-GPR is not filed within 30 days from the date of allotment, the company may be required to pay a Late Submission Fee (LSF) as prescribed by RBI circular (RBI/2022-23/122). The LSF is calculated using the following formula:
LSF amount = 7,500 + (0.025% × A × n)
- A = Amount involved in the delayed reporting
- n = Number of years of delay, rounded upward to the nearest month and expressed up to two decimal points
The following additional conditions apply:
- The maximum LSF payable is capped at 100% of the amount involved (A) and is rounded upward to the nearest hundred.
- The option to pay LSF is available only up to three years from the original due date of filing.
- If an advice for payment of Late Submission Fee (LSF) is issued and the fee is not paid within 30 days, the advice becomes null and void, and any payment made after this period will not be accepted. If the applicant later submits a fresh request to pay the LSF for the same delayed reporting, the date of that new application will be treated as the reference date for calculating the delay period (n).
- If a person neither files the return within time nor regularises the delay through LSF, the matter may be liable for penal action under Section 13 of the Foreign Exchange Management Act, 1999.
Common mistakes while filing FC-GPR
The following issues may result in queries or rejection by the AD bank:
- Incorrect or non-compliant valuation certificate: The company’s valuation must comply with FEMA pricing guidelines and be issued by a practicing Chartered Accountant or a SEBI-registered merchant banker.
- Incomplete or mismatched KYC of the investor: Investor details in the FC-GPR must exactly match the KYC issued by the AD bank. Even minor inconsistencies can result in rejection.
- Failure to coordinate with the AD bank: FC-GPR filings are routed through the AD bank. If the bank is not informed in advance or supporting documents are unclear, the bank may raise queries or reject the form.
- Incorrect classification of the instrument: Misreporting CCPS, CCDs, convertible notes, or equity shares can lead to rejection or compliance complications.
- Incomplete declarations or unsigned attachments: Missing board resolutions, improperly signed certificates, unstamped authorization letters, or altered declaration formats often result in technical rejection.
All figures in the form should be reconciled with the share subscription agreement, valuation report, FIRC, KYC report, and cap table prior to submission.
What is the difference between FC-GPR and FC-TRS
FC-GPR and FC-TRS apply to different types of foreign investment transactions.
FC-GPR applies to fresh issuance of capital instruments, while FC-TRS applies to transfer of existing shares between a resident and a person resident outside India.
What is the difference between FC-GPR and FLA?
Foreign Liabilities and Assets (FLA) is filed annually under RBI’s reporting framework to capture the company’s outstanding foreign liabilities and overseas investments as of 31 March each financial year.
While FC-GPR is a transaction-based filing triggered by allotment, FLA is an annual return. Companies that receive foreign investment are required to comply with both.
Final thoughts
FC-GPR reporting forms part of the broader foreign investment compliance framework under FEMA. Inaccurate disclosures, valuation mismatches, or delayed filings may result in Late Submission Fees or proceedings under FEMA.
Companies should reconcile allotment records, valuation reports, remittance certificates, and cap table entries before submission to ensure consistency across all regulatory filings.
FAQs
What is the fee for filing FC-GPR form?
No filing fee is payable if the form is submitted within the prescribed timeline.
When do we need to file Form FC-GPR?
FC-GPR must be filed within 30 days from the date of allotment of capital instruments to a person resident outside India.
What is FC Section G in RBI form?
Section G in RBI’s Form FC is used to report disinvestment under Overseas Direct Investment (ODI) regulations. It applies when an Indian entity sells, transfers, or liquidates its investment in a foreign entity. The details, including the proceeds received, must be reported to the AD bank within 30 days. This is different from FC-GPR, which applies to foreign investment coming into India.
What is the time limit for filing FC-GPR?
FC-GPR must be filed within 30 days from the date of allotment of capital instruments to a person resident outside India. Under FEMA, the company must first allot the shares within 60 days from the date of receipt of foreign investment. Once the allotment is completed, the FC-GPR return must be submitted through the RBI FIRMS portal (Single Master Form) within the next 30 days through the company’s Authorized Dealer (AD) bank. Delay beyond this timeline must be regularised by paying the applicable Late Submission Fee (LSF) as prescribed by the RBI.
