FEMA compliance means reporting each cross-border investment to the RBI on time: Form FC-GPR within 30 days of issuing shares to a foreign investor, FC-TRS within 60 days of a resident to non-resident share transfer, the FLA return by 15 July every year, and ODI forms and the APR for overseas investments. CorporateWalla's CA and CS team checks the transaction first, then files through FIRMS, FLAIR or the AD bank. Cross-border transaction and RBI compliance support for Indian companies, LLPs, investors and businesses with foreign transactions.
FDI • FC-GPR • FC-TRS • ODI • FLA • ECB-related support
Scope-based professional assistance. Government/RBI fees, valuation, legal opinions, tax advice and transaction-specific costs are separate unless expressly included.
The Foreign Exchange Management Act, 1999 (FEMA) governs many foreign-exchange transactions involving India. Compliance can arise when an Indian entity receives foreign investment, makes an overseas investment, borrows from overseas, issues/transfers securities to or from non-residents, or undertakes other transactions regulated under FEMA and RBI rules.
FEMA compliance is transaction-specific. The correct filing depends on the parties, instrument, transaction route, sector, amount, resident status, country, valuation and applicable RBI/DPIIT rules.
The most common RBI reports, when they fall due and where they are filed. Dates are from the Foreign Exchange Management (Non-Debt Instruments) framework, the RBI Master Direction on Foreign Investment and the Overseas Investment Directions, 2022.
| Report | When it applies | Due date | Where filed |
|---|---|---|---|
| Share issue or refund | Money received from a foreign investor | Issue shares within 60 days of receipt, or refund within the next 15 days | Company records, AD bank |
| FC-GPR | Indian company issues equity instruments to a non-resident | Within 30 days of the date of issue | FIRMS portal, via AD bank |
| FC-TRS | Transfer of shares between a resident and a non-resident | Within 60 days of transfer or receipt/remittance of funds, whichever is earlier | FIRMS portal, via AD bank (filed by the resident party) |
| FLA return | Entity with outstanding FDI or ODI at 31 March | 15 July every year | RBI FLAIR portal |
| DI | Indian entity with foreign investment invests downstream | Within 30 days of the investment (or of reclassification) | FIRMS portal |
| Form FC (ODI) | Indian entity makes an overseas direct investment | On or before the first remittance, to obtain the UIN | AD bank |
| Annual Performance Report (APR) | Indian entity holding ODI | 31 December every year | AD bank |
Late submission fee: ₹7,500 plus 0.025% of the amount involved for each year of delay on transaction reports such as FC-GPR and FC-TRS; a flat ₹7,500 per return on periodic returns such as FLA and APR. Not reporting at all remains a contravention under Section 13 of FEMA.
Depending on the engagement:
Not every transaction requires every filing.
Foreign Direct Investment can involve investment by a non-resident into an Indian company or other eligible Indian entity/instrument.
A transaction review may need to consider investor residence/status, Indian entity type, sector and applicable foreign-investment cap, automatic or government route, instrument, pricing/valuation, entry conditions, beneficial ownership, reporting and downstream investment implications.
FDI compliance should be assessed before the transaction rather than assuming a post-transaction filing completes the regulatory requirement. For a new foreign-owned Indian entity, see foreign subsidiary setup.
FC-GPR is associated with reporting certain issues of eligible capital instruments by an Indian company to a person resident outside India.
Review can include issue terms, valuation, investor details, sectoral conditions, approvals, receipt of funds and prescribed reporting. FC-GPR filing alone is not proof that the entire transaction is FEMA-compliant.
FC-TRS is used for reporting certain transfers of securities between residents and non-residents.
A transfer may require review of parties, instrument, pricing/valuation, sectoral conditions, consideration, payment mode and reporting requirements. The company-law side of the transfer is covered under share transfer.
Not every transaction involving a foreign party automatically uses FC-TRS; the current reporting route must be determined from the facts.
Indian residents and entities making overseas investments may be subject to the Overseas Investment Rules/Regulations and related RBI reporting.
An ODI assessment can involve investor eligibility, overseas activity, financial commitment, structure, funding, AD-bank process, UIN/reporting requirements, annual reporting, disinvestment and historical non-compliance.
ODI should be assessed before remitting funds or acquiring an overseas interest.
The Annual Return on Foreign Liabilities and Assets (FLA) is a recurring RBI reporting requirement for eligible Indian entities having foreign liabilities/assets within the applicable framework.
FLA reporting is separate from FC-GPR, FC-TRS and ODI reporting. An entity may need more than one FEMA/RBI reporting obligation depending on its transactions.
External Commercial Borrowing (ECB) is subject to a specific regulatory framework covering eligible borrowers, recognised lenders, permitted end uses, maturity, pricing, security and reporting.
CorporateWalla can support documentation and compliance coordination where included. Complex transactions may require transaction-specific legal/structuring review.
ECB support is not a loan-arrangement service, and RBI / AD-bank approval cannot be guaranteed.
Indian entities with foreign investment can have additional FEMA implications when investing in other Indian entities. Depending on the structure, downstream investment rules, reporting and valuation requirements may apply.
A FEMA health check can review foreign investment received, share issues/transfers, FC-GPR/FC-TRS history, FLA filings, overseas investments, foreign remittances, ECB transactions, AD-bank records, approvals, valuation reports and previous reporting gaps.
The outcome should identify observations, missing documents, possible reporting gaps and recommended next steps. It is not a statutory audit or a guarantee that no FEMA issue exists.
If a company discovers a missed or delayed FEMA/RBI filing, first reconstruct the transaction history and determine the correct reporting or regularisation route.
Depending on the issue, the solution may involve late submission, additional reporting, AD-bank coordination, compounding or other regulatory action.
Penalty waiver, regularisation and RBI / AD-bank outcomes cannot be guaranteed.
FEMA work is highly transaction-specific. FEMA compliance does not operate through one generic registration fee.
FEMA compliance can overlap with tax, company law, accounting and banking but is not the same as them.
A transaction may require coordination across several areas. For NRI income-tax filing, see NRI ITR filing.
A Bengaluru private company in an automatic-route sector receives ₹50 lakh from a US investor on 10 March 2026 for new equity shares. At the same time, an Indian founder sells existing shares to the same investor.
If the FC-GPR goes in four months late, the late fee is ₹7,500 + (0.025% × ₹50,00,000 × 0.33 years) = ₹7,500 + about ₹413, or roughly ₹7,900 before the RBI rounds it. The fee is small next to the cost of a contravention, so a late filing is still worth making as soon as the gap is found.
Share the transaction type, entity structure, countries involved and approximate date. CorporateWalla can identify the likely FEMA/RBI reporting requirements and documentation needed for detailed review.
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Government fee — paid by you at actuals
Government/RBI fees, valuation, legal opinions, tax advice and transaction-specific costs are separate unless expressly included.
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
FEMA work is highly transaction-specific and does not operate through one generic registration fee. The FLA Return is an annual filing fee; FDI / FC-GPR is quoted per transaction, FC-TRS per transfer and ODI on structure and reporting, while ECB compliance, FEMA health checks and historical regularisation are quoted on a custom basis.
Identify parties, residence status, instrument and transaction type.
Check sectoral, pricing, reporting, investment and borrowing rules.
Prepare or collect transaction documents.
Coordinate with the authorised dealer bank where required.
Complete the applicable form/report through the prescribed system.
Reconcile reported figures and ownership information with books.
Preserve filing/reporting records.
Track future FLA, ODI, ECB or other obligations where applicable.
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FDI transaction compliance, FC-GPR and FC-TRS reporting support, with share issue / transfer compliance and documentation coordination.
ODI documentation and reporting support, ECB-related compliance coordination and downstream investment compliance support.
FLA return support and RBI reporting data preparation, with figures validated against the books.
FEMA compliance review, historical filing assessment and regularisation support, coordinated with legal counsel, valuation professionals and the AD bank where required.
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