FC-GPR Filing — FDI Reporting to RBI

Form FC-GPR (Foreign Currency — Gross Provisional Return) is the statutory reporting form an Indian company must file on the RBI FIRMS (Foreign Investment Reporting and Management System) portal to report the issuance of equity instruments to a non-resident. Under Regulation 4 of the Foreign Exchange Management (Non-Debt Instruments) Rules 2019, FC-GPR must be filed within 30 days of the date of allotment of shares or compulsorily convertible instruments. The 30-day clock runs from the date the board resolution approving allotment is passed and the securities are issued in the company's register of members — not from the date of receipt of funds. Filing after the 30-day window constitutes a contravention under Section 13 of FEMA 1999 and requires voluntary compounding with the RBI regional office.

The RBI FIRMS portal requires the following attachments for FC-GPR: a KYC report on the foreign investor prepared by the AD bank of the investor's bank abroad; a valuation certificate from a SEBI-registered Merchant Banker or Chartered Accountant (for unlisted companies, valuation under Internationally Accepted Pricing Methodology per FEMA NDI Rules 2019 Schedule I); the board resolution approving the allotment; the FIRC (Foreign Inward Remittance Certificate) or bank debit advice evidencing receipt of funds; the share certificate or demat credit confirmation; and a declaration by the company's authorised signatory confirming FDI sector compliance and applicable entry route. For convertible instruments, the conversion terms and valuation at conversion must also be documented. Incomplete filings are rejected and re-submission restarts the 30-day compliance clock for compounding purposes.

A Simple Agreement for Future Equity (SAFE) is treated as a compulsorily convertible instrument under the Foreign Exchange Management (Non-Debt Instruments) Rules 2019 if it mandatorily converts into equity on specified trigger events, which is the standard SAFE structure. As a compulsorily convertible instrument, the receipt of funds under the SAFE triggers the requirement to report the inward remittance and file for prior reporting on the FIRMS portal, and the subsequent equity allotment upon conversion requires FC-GPR filing within 30 days of conversion. The valuation at the time of conversion must be certified by a SEBI-registered Merchant Banker or Chartered Accountant per Schedule I of the NDI Rules 2019. SIM-type instruments that are optionally convertible or carry guaranteed returns are treated as debt and fall under the FEMA debt instrument rules, not the NDI Rules — so the characterisation of the instrument is critical before any filing is made.

Each tranche of equity issuance to a non-resident requires a separate FC-GPR filing within 30 days of that specific allotment, even if the overall fundraise is part of a single round. Under Regulation 4 of the Foreign Exchange Management (Non-Debt Instruments) Rules 2019, the filing obligation attaches to each allotment event, not to the fundraising agreement as a whole. If the company receives funds in tranches but delays allotment until the full amount is received, the 30-day window runs from the single allotment date — but this approach carries risk if the delay between remittance receipt and allotment is not documented with a clear commercial justification, as RBI may question funds held without allotment beyond the normal processing period. The AD bank must be kept informed of each inward remittance through the FIRC/bank advice and ideally informed that the allotment is pending for a documented reason.

Yes — before accepting any FDI, the Indian company must verify that the business activity in which FDI is proposed falls under the permissible sectors under the Consolidated FDI Policy issued by DPIIT (Department for Promotion of Industry and Internal Trade) and the Foreign Exchange Management (Non-Debt Instruments) Rules 2019, Schedule I. Prohibited sectors include gambling, lottery, chit funds, Nidhi companies, and manufacture of tobacco products. Several sectors — including defence, broadcasting, print media, mining, and banking — require prior government approval. The automatic route is available for most manufacturing and services sectors up to 100%, but specific sub-sector caps and conditions must be verified. The statutory responsibility for FDI compliance under FEMA rests with the Indian company and its directors, not with the foreign investor or the AD bank; the FC-GPR declaration filed by the company includes a representation confirming sectoral compliance.