Liked our Blogs?
Please share your details to Subscribe to our Newsletter
Oops! Something went wrong while submitting the form.
FC-GPR filing in India for foreign-owned companies — the 30-day rule, documents, valuation, FIRC, and penalties. A CFO-level briefing for 2026
The first time most founders hear about FC-GPR, it's because a CA has just told them they've missed the deadline. The conversation that follows is uncomfortable. There's a "30-day window" they didn't know about. There's a compounding penalty that started running on Day 31. And the share allotment they made three months ago — perfectly legal under the Companies Act — has now become a FEMA defect that needs a compounding application to fix.
None of this is rare. We see it every quarter, especially with foreign-owned subsidiaries set up in haste, where the legal incorporation went smoothly and the FEMA layer was assumed to be "the bank's job". It isn't. It's the company's responsibility, and the deadline is unforgiving.
This guide is for anyone who's about to issue shares to a foreign parent, an angel resident outside India, or a foreign VC — and wants to do it right the first time.
FC-GPR stands for Foreign Currency – Gross Provisional Return. It is the formal reporting that an Indian company must do, under the Foreign Exchange Management Act (FEMA), every time it issues shares (or share-like instruments such as CCPS, CCDs, or warrants) to a person resident outside India.
The reporting goes to the Reserve Bank of India through an Authorised Dealer (AD) Category-I bank — typically your current account bank. The filing happens online, via the RBI's FIRMS portal, and replaces the older paper-based system that used to handle this until 2018.
Three things are worth being precise about:
The first is that FC-GPR is post-allotment reporting, not pre-approval. You do not need RBI permission to allot shares – you allot them under the FDI policy (automatic route for most sectors), then you report. The reporting is compliance.
The second is that it applies to share allotment, not money inflow. The clock doesn't start when the foreign parent wires the money. It starts when the Indian company allots shares against that money. This distinction matters when there's a gap between inward remittance and allotment – which happens often.
The third is that FC-GPR covers fresh allotments from the company to a non-resident. It does not cover secondary share transfers between residents and non-residents — that's a different filing called FC-TRS.
Day 1 is the day of share allotment by the company — meaning the day on which the board (or shareholders, depending on the corporate action) formally allots and records the shares. This is not the same as the following:
The relevant trigger is the allotment date in the board resolution and the PAS-3 filing. The 30 calendar days start ticking from that day, and the FC-GPR must be filed before that window closes.
If the 30th day is a holiday, the deadline rolls to the next working day — but counting on the rollover is a bad habit. Treat 30 days as a hard deadline.
The FC-GPR filing on the FIRMS portal asks for, in essence, six things:
The first is the basic company information: CIN, PAN, the activity code corresponding to your sector under the FDI policy, and the entity's authorised and paid-up capital.
The second is the details of the foreign investor: name, country of residence, nature of entity (individual, body corporate, fund, or partnership), and the relationship to the Indian company (parent, subsidiary, associate, or unrelated).
The third is the details of the share allotment: number of shares, face value, premium, total consideration, the type of instrument (equity, CCPS, CCD, or warrant), and the conversion terms if it's a convertible instrument.
The fourth is the valuation report: the FMV of the shares as of the date of allotment, certified by a SEBI-registered merchant banker or a practising chartered accountant. For non-residents, the issue price must be at least equal to the FMV under FEMA pricing guidelines — pricing below FMV is a FEMA defect.
The fifth is the FIRC and KYC information: the bank reference number for the inward remittance, the date, the amount in foreign currency and INR, and KYC documentation for the foreign investor.
The sixth are the declaration and certificates: a Form FC-GPR declaration signed by an authorised signatory, a CA certificate, and any supporting documents (board resolution, share certificate copy, valuation report, and PAS-3 acknowledgement).
The AD bank reviews the package, and if it's complete and consistent, files it with the RBI. The RBI generates a Unique Identification Number (UIN) that becomes the permanent reference for that allotment.
We've seen most FC-GPR delays and rejections trace back to a handful of issues. They're worth naming.
Pricing below FMV. If your share allotment to the foreign investor was at a price lower than the IBBI/CA-certified fair market value, the FC-GPR will be returned. You can't quietly "round up" the issue price in the filing; the share certificate has to match. Get the valuation done before the allotment, not after.
Valuation report dated after allotment. Even if the FMV is fine, the valuation report has to be contemporaneous — typically dated within 90 days of the allotment, never after it. Back-dating doesn't survive scrutiny.
FIRC not yet issued. The bank needs to have issued a foreign inward remittance certificate confirming receipt of the funds. If the foreign parent wired the money through an unusual route — for example, via a foreign branch of an Indian bank that doesn't issue FIRCs directly — the workaround takes time. Anticipate it.
Activity code mismatch. The FDI policy specifies sectoral caps and routes (automatic vs approval) by industry. The activity code you select must match your incorporated business activities. A SaaS company classified as "Other Business Services" instead of "IT Services" can trigger a review.
The KYC pack is incomplete for the foreign investor. Especially for individual angel investors based outside India, the KYC pack often arrives at the bank in pieces — passport, address proof, and tax residency. Build this folder before the allotment, not after.
A useful companion read for foreign-owned subsidiaries dealing with the broader FEMA stack is our FEMA Compliance for Foreign Companies in India.
If you're treating FC-GPR as a 30-day project (not a one-day filing), here's how to actually use the window:
Most founders compress this into the last 10 days and find out — too late — that one piece is missing.
The FC-GPR doesn't simply expire. It becomes a FEMA defect that has to be regularised through a compounding application to the RBI under Section 13 of FEMA.
The compounding penalty depends on the amount of the transaction and the duration of the delay. The RBI publishes a guidance table, and the typical range is:
Beyond the financial penalty, a compounding application takes 3–6 months to process and creates a record on the company's RBI history that surfaces in subsequent diligence. Investors don't disqualify a company over one compounding order — but they do ask about it, and it slows the next fundraise.
The mistake to avoid is treating FC-GPR in isolation. It sits in a small constellation of FEMA and corporate filings that must all be consistent:
The cap table, the ROC filings, and the FC-GPR record must all reconcile. When they don't, the gap surfaces in diligence — usually six weeks into a Series A, when the lead investor's analyst is comparing your data room to public filings. Our comprehensive guide to foreign company compliances in India maps the full stack.
For founders entering India from specific overseas markets, the Australia founder's guide to incorporating and operating in India walks through the practical sequencing alongside the DTAA layer.
If you've ever had to file a compounding application—or you'd rather never have to—that's the time to bring in a CFO partner who runs the FEMA calendar continuously. Jordensky's Virtual CFO team handles FC-GPR, FLA, APR, and 15CA/15CB filings for 100+ foreign-owned Indian subsidiaries. Talk to a Virtual CFO →. 30 minutes, no commitment.
What is the FC-GPR form used for?
FC-GPR is the formal RBI report an Indian company must do when it allots shares (or share-like instruments) to a person resident outside India under FEMA. It's the post-allotment reporting that records the foreign investment with the regulator.
Who needs to file FC-GPR?
The Indian company that has issued the shares. The foreign investor does not file it; the Indian company files it through its AD Category-I bank on the RBI's FIRMS portal.
What is the time limit for FC-GPR filing?
Within 30 calendar days from the date of share allotment by the company. The clock starts on the allotment date — not on the date funds were received.
What documents are required for FC-GPR?
At minimum: PAN of the company, board resolution authorising allotment, share certificate, FIRC (Foreign Inward Remittance Certificate), valuation report from a registered valuer or merchant banker, KYC of the foreign investor, and PAS-3 acknowledgement.
What happens if FC-GPR is filed late?
The delay becomes a FEMA defect that must be regularised through a compounding application to the RBI. Compounding penalties typically range from ₹5,000 for short delays to several lakh for longer ones, depending on duration and amount.
Does FC-GPR apply to share transfers between residents and non-residents?
No. Share transfers between a resident and a non-resident require a separate filing called FC-TRS, also through the AD bank on the FIRMS portal. FC-GPR is specifically for fresh share allotment by the company.
Can the FC-GPR be filed before the FIRC is issued?
No. The FIRC is one of the mandatory attachments. If the foreign inflow was structured in a way that doesn't generate a FIRC quickly, that needs to be resolved before filing.
What is the FMV requirement for FC-GPR?
The issue price to a non-resident must be at least equal to the fair market value, certified by a SEBI-registered merchant banker or a practising CA, using DCF or NAV methodology. Pricing below FMV is a FEMA defect.
Is FC-GPR needed for ESOPs granted to foreign employees?
Yes, when the shares are actually allotted on exercise to a non-resident employee. The filing then follows the same 30-day rule as any other allotment to a non-resident.
Can a small startup handle FC-GPR in-house? Operationally yes — the FIRMS portal is accessible to the company. But for foreign-owned subsidiaries with regular allotments (ESOP exercises, fundraising rounds, and bridge instruments), most founders engage a CFO partner to maintain a calendar, run reconciliation, and own the AD bank relationship.
The deeper truth about FC-GPR is that it's not a difficult filing — it's an unforgiving one. The documentation is mostly mechanical. The valuation rules are clearly stated. The portal is functional. What kills founders is the deadline + the assumption that someone else is handling it.
A clean compliance record with FEMA is one of the cheaper assets a company can build. It's also one of the first things sophisticated investors and acquirers verify. Get the 30-day window right every time, and you remove a category of risk that quietly disqualifies otherwise good companies from otherwise good rounds.
