FC-GPR Filing — FDI Reporting to RBI

Any Indian company issuing equity instruments (equity shares, fully and mandatorily convertible preference shares/debentures) to a person resident outside India must report the allotment to the Reserve Bank of India through Form FC-GPR (Foreign Currency-Gross Provisional Return), as prescribed under Rule 9(2) of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (NDI Rules). The form must be filed within 30 days from the date of allotment of the instruments, through the company's Authorised Dealer (AD) Category-I bank, on the RBI's Firms (Foreign Investment Reporting and Management System) portal.

Pricing of the issue must comply with Rule 21 of the NDI Rules: shares issued to a non-resident cannot be priced below the fair value determined by an internationally accepted pricing methodology (typically the discounted cash flow method for unlisted companies), certified by a SEBI-registered merchant banker or a practising chartered accountant. Under-pricing an issue to a non-resident, or filing FC-GPR beyond the 30-day window, is a reportable FEMA contravention that must be regularised — including, where the delay has already occurred, through the late submission fee (LSF) framework or compounding under Section 15 of FEMA, 1999.

Our engagement covers valuation coordination, preparation of the FC-GPR filing (KYC report, valuation certificate, Form FC-GPR annexures), submission through the AD bank on the Firms portal within the 30-day window, and regularisation support where a filing has already been delayed.

FC-GPR is the form through which an Indian company reports the issue of shares against foreign investment to the RBI. Under the Foreign Exchange Management Act 1999 read with the Foreign Exchange Management (Non-debt Instruments) Rules 2019 and the RBI Master Direction on Foreign Investment in India, the company must file Form FC-GPR with its AD bank within the prescribed period of allotting shares to a non-resident investor (VERIFY: the prescribed period for the FC-GPR filing under the current Master Direction). The form records the share issue, the foreign investment received, and the pricing.

The FC-GPR is the point where the RBI's foreign investment record is created. Without the filing, the investment exists in the company's records but not in the RBI's — the investor's money came in, the shares were allotted, and the reporting that makes it a lawful foreign investment never happened. The company's obligation to file is not delegable, and the AD bank is the channel through which the report flows.

The cost of a missed or late FC-GPR is a FEMA contravention with the penalty exposure of the Act, and the practical record defects that surface at the next round: investors and their counsel check the previous filings, and an unreported issue is a defect in the cap table's regulatory record. The tax side also depends on the record — the pricing reported in FC-GPR is the basis the department examines.

This service is for companies issuing shares to non-resident investors. We prepare Form FC-GPR with the share issue and pricing particulars, file it through the AD bank within the prescribed period, coordinate the KYC and remittance evidence, and maintain the FDI records so every round leaves the RBI record current.