What is the penalty for missing the FLA return filing deadline?

Late filing before enforcement action attracts a flat Late Submission Fee of ₹7,500 per return under A.P. (DIR Series) Circular No. 16 dated 30 September 2022. Non-filing or false filing exposes the entity to penalties under Section 13 of FEMA 1999 — up to 3× the contravention amount, or ₹2,00,000 where the amount is not quantifiable, plus ₹5,000 per day for continuing defaults. The LSF option is only available up to three years from the original due date — after that, the matter can only be resolved through compounding. RBI also cross-checks FLA compliance before approving FC-GPR filings for new investments, so a missed FLA can block a future fundraise.

Can I file FLA returns for missed prior years?

Yes. Prior-year FLA returns can be filed but require RBI approval first — through the FLAIR portal's Multiple Year CIN Enable Screen. A Late Submission Fee applies, and the LSF option is only available up to three years from the original due date. After three years, the matter must be resolved through compounding.

If I have already filed FC-GPR, do I still need to file FLA?

Yes. FC-GPR and FLA are separate filings on separate portals, triggered by different events, and monitored by different RBI departments. FC-GPR is event-based — filed on FIRMS within 30 days of each share allotment to a non-resident. FLA is position-based — filed on FLAIR annually by July 15, reporting the outstanding foreign investment position as on 31 March. Filing one does not satisfy the other.

How long does FLA filing take after engaging EquityList?

For a standard filing with complete data and audited financials, under a week. First-time filers require additional time for FLAIR portal registration (Authority Letter and Verification Letter in RBI's prescribed format). Prior-year cleanups take longer because RBI approval is on their timeline.

Do we need to move our cap table to EquityList to use the FLA filing service?

Yes — an EquityList subscription is required for FLA filing. We file directly from your cap table on the platform, so your ownership structure needs to live in EquityList before we begin. If you are not on EquityList yet, migration is handled by us and does not add to the engagement timeline.

What is included in the FLA filing fee?

The fee covers the full engagement: FLAIR portal registration, applicability review (current and prior years), data preparation, form submission across all five sections of the FLA return, mandatory revision filing by 30 September, and post-filing RBI query handling. Out of scope: the Late Submission Fee itself (paid to RBI), penalties under Section 13, and audit fees.

We did not raise new foreign capital this year. Do we still need to file FLA?

Yes, if foreign investment is outstanding on your books as on 31 March. FLA is a position-based return, not an event-based one. A company that received FDI two years ago and still has foreign shareholders files every year — until the investment is fully divested and the 31 March position reflects no outstanding FDI or ODI.

Do convertible notes, SAFE-style instruments, or CCDs need to be reported in FLA?

Compulsorily Convertible Debentures (CCDs) and Compulsorily Convertible Preference Shares (CCPS) are treated as equity FDI from day one and must be reported in FLA. Convertible Notes under the DPIIT framework have their own treatment. The specifics depend on the instrument, conversion terms, and the 31 March position.

Our foreign investor exited mid-year. Do we still need to file FLA?

It depends on the 31 March position. If the exit was before 1 April of the previous financial year and no outstanding FDI or ODI remains, filing is not required. If the exit happened during the current financial year, you still file, and report the disinvestment in Section III of the return.

Our audited accounts will not be ready by July 15. Can we still file FLA?

Yes. File on time with provisional figures, then revise by 30 September. RBI explicitly permits this path. Not filing because accounts are pending is treated as a FEMA violation — which carries the same Late Submission Fee as any other late filing, plus risk of penal action under Section 13.

FY 2025–26

Due 15 July 2026

Your FLA filing,
handled by people who
do this every July.

For Indian companies and LLPs with FDI or ODI on the books. Scoped, reviewed, and filed by EquityList's secretarial team, not a marketplace.

Talk to our FLA team→Check if you need to file

Cap-table-native

Built for venture-backed complexity

One team, end to end

60-second checkDo you need to file?

Step 1 of 4FLA · FEMA 1999

Question 01

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What's actually at stake

Missing July 15 is more expensive
than people realise.

The operational consequence that matters for a venture-backed company rarely gets mentioned.

01 — The deadline

July 15, on the FLAIR portal.

Reporting the position of foreign liabilities and assets as on 31 March 2026. If your audited financials aren't ready, file with provisional numbers and revise by 30 September. Non-filing on grounds of pending audit is a FEMA violation.

02 — The penalties

LSF of ₹7,500. Much worse past that.

Late Submission Fee is a flat ₹7,500 per return. For non-filing or false filing, penalties under Section 13 of FEMA can reach up to 3× the contravention amount, or ₹2,00,000 where the amount isn't quantifiable, plus ₹5,000 per day for continuing defaults.

03 — The real consequence

Your next round can get blocked.

This is the one most founders don't know: RBI cross-checks FLA compliance before processing future FC-GPR filings. A missed FLA surfaces mid-fundraise, when it's too late to fix quietly, and fixing it requires RBI approval, an LSF, and a timeline you don't control.

Why EquityList

Most firms reconstruct your cap table
every July. We don't have to.

FLA is a data problem before it's a filing problem. The same shareholder details, security types, and holding percentages that the return asks for already live inside EquityList.

Your cap table is the filing.

Investor names, country of residence, instrument type, conversion terms, foreign holding percentages, disinvestment events — already structured. Nothing gets reconstructed from a spreadsheet the week before the deadline.

Built for venture-backed complexity.

CCPS, convertible notes with an FC-GPR lineage, downstream investment, ODI into overseas subsidiaries, mixed repatriable and non-repatriable holdings — treated as routine, not as edge cases we figure out as we go.

One team, end to end.

You sign. We handle the rest, including coordinating with your team for data.

What's included

Everything the filing lifecycle needs.

Not a form-submission service. A scoped engagement that covers the applicability call through to the revision window closing on 30 September.

FLAIR portal registration and setupIncluding Authority Letter and Verification Letter in RBI's prescribed format, for first-time filers.
Applicability review: current year and any missed yearsIncluding clean-up of prior-year gaps with RBI approval, where relevant.
Data preparation through form submission
Foreign shareholding, instrument-wise holdings, 10%+/10%- splits, disinvestments, and ODI positions, prepared directly from your cap table and filed across all five sections of the FLA return, cross-checked against the variation report in Section V.
Revision filing by 30 September (mandatory)Standard practice when the initial filing used provisional numbers; we build this into the engagement.
Post-filing RBI query handlingIf the Foreign Exchange Department follows up, we respond and coordinate documentation.

Who files for you

One team.
Start to finish.

We handle your filing from the applicability call through to the revision window.

Mahathi leads secretarial compliance at EquityList

Mahathi Kandadai

Head of Secretarial Ops

Mahathi leads secretarial compliance at EquityList, bringing 8 years of expertise in corporate and foreign exchange law. She specialises in FEMA regulations, RBI reporting, and FLA filings, guiding businesses through accurate classification of foreign liabilities, reconciliation of investment positions, and timely regulatory submissions.

LinkedIn ↗

Pricing

Scoped per engagement.
No per-filing add-ons.

A seed-stage company with two foreign shareholders and no ODI has very different filing needs from a Series B with a downstream structure and missed prior years. We price accordingly.

Typical range

Most startups pay between ₹25,000 and ₹30,000 for the complete FLA engagement.

We'll give you a specific scoped quote on the call.

For context: a botched or missed FLA filing can trigger LSF, Section 13 adjudication, and complications during your next funding round's due diligence. The engagement is priced to be cheaper than fixing any one of those.

What affects the scope

Number of foreign investors and instrument types
Whether ODI is involved (and whether APR is also due)
Any missed prior-year filings that need cleanup
AIF / Partnership-firm filing path vs standard FLAIR

Get a scoped quote→

Not ready to talk yet?

Read the complete FLA filing guide.

Every section of the return, every deadline, the FLAIR portal walkthrough, and where FLA fits alongside FC-GPR, FC-TRS, and APR.

Read the guide→

Frequently Asked Questions

July 15 is closer than it looks.

A 30-minute applicability call. We'll tell you what you need to file, scope the engagement, and give you a quote.

Book an applicability call

We reply within one business day.

Missing July 15 is more expensivethan people realise.