FC-GPR Filing — FDI Reporting to RBI

What Is FC-GPR?

FC-GPR — Foreign Currency Gross Provisional Return — is a mandatory regulatory filing required under FEMA (Foreign Exchange Management Act, 1999) and the FDI Policy of the Government of India. Every Indian company that receives Foreign Direct Investment (FDI) in the form of equity shares, Compulsorily Convertible Preference Shares (CCPS), or Compulsorily Convertible Debentures (CCDs) must file FC-GPR with the Reserve Bank of India within 30 days of allotment.

The filing is done through the FIRMS portal (Foreign Investment Reporting and Management System) — the RBI's unified FDI reporting platform launched in 2018 to replace the earlier ARF + FC-GPR two-step process.

When Is FC-GPR Required?

FC-GPR is required whenever an Indian company allots equity instruments to a non-resident under the FDI route. This includes:

• FDI from foreign companies, VCs, or PE funds
• Investment by NRIs under the Repatriation basis (NRI FDI route)
• CCPS or CCD allotment to foreign investors
• ESOP allotment to foreign employees of an Indian company
• Rights issues or bonus shares where some shareholders are non-resident
• Conversion of ECB (External Commercial Borrowing) into equity

FC-GPR Filing Process — Step by Step

Step 1: Receive FDI and Obtain FIRC

The foreign currency remittance is received in the Indian company's bank account. The AD Bank issues a Foreign Inward Remittance Certificate (FIRC) and obtains KYC documents from the remitter bank on behalf of the foreign investor. Both FIRC and KYC are mandatory attachments for FC-GPR.

Step 2: Obtain Valuation Certificate

For unlisted companies, a valuation certificate must be obtained from a SEBI-registered Merchant Banker or a Chartered Accountant (using the Discounted Cash Flow or other internationally recognised method). Shares cannot be allotted to foreign investors below the FMV established by the valuation certificate. Our firm issues FEMA-compliant valuation certificates under Rule 11UA and Regulation 5 of FEMA (NDI) Rules, 2019.

Step 3: Board Meeting — Allotment of Shares

The board passes a resolution allotting shares to the foreign investor. The share certificate is issued. The Companies Act timeline (60 days from date of receipt of application) must also be observed.

Step 4: Register on FIRMS Portal

The Indian company must be registered on FIRMS (firms.rbi.org.in) as a Business User with its AD Bank approved. If not yet registered, the AD Bank must first be linked to the FIRMS account.

Step 5: File FC-GPR on FIRMS

Login to FIRMS → Foreign Investment → FC-GPR → Create New Entity. Fill all fields:

• Investee company details (CIN, PAN, business activity NIC code)
• Foreign investor details (country of incorporation, investor type)
• Instrument type (equity/CCPS/CCD)
• Number of shares, face value, premium, total consideration
• Valuation methodology and FMV
• FIRC details and remittance date
• Purpose of investment (sector, FDI limit applicable)

Upload: valuation certificate, board resolution, FIRC + KYC, CS certificate.

Step 6: AD Bank Verification

The AD Bank reviews and approves the FC-GPR filing on FIRMS. Once approved, the Unique Identification Number (UIN) is generated. This UIN is critical — it must be quoted in all future share transfer filings (FC-TRS) involving these shares.

Timeline Summary

Valuation Certificate for FC-GPR

The valuation certificate is the most scrutinised document in any FC-GPR filing. The RBI and Income Tax Department both review it:

• FEMA angle: FMV must be determined per FEMA (NDI) Rules, 2019. Shares cannot be allotted below FMV to a non-resident.
• Income Tax angle (Section 56(2)(viib)): If shares are allotted above the Rule 11UA fair value, the premium may be taxed as income from other sources (Angel Tax).
• Recommended approach: Use DCF methodology to establish FMV that is both FEMA-compliant (not below FMV) and Section 56 compliant (not excessively above Rule 11UA FMV). Our firm specifically calibrates valuation reports to satisfy both requirements simultaneously.

Common FC-GPR Errors and How to Avoid Them

FC-GPR vs FC-TRS — Key Difference

Our FC-GPR Filing Service

Virtual Auditor provides end-to-end FC-GPR filing assistance:

• Valuation certificate (FEMA + Section 56 compliant, DCF methodology)
• FIRMS portal registration and FC-GPR data entry
• AD Bank coordination for FIRC + KYC
• Board resolution drafting for allotment
• CS certificate (if needed via our CS partner network)
• Post-approval UIN documentation
• Advice on sectoral FDI limits and prohibited sectors

Frequently Encountered Regulatory Provisions

• FEMA (Non-Debt Instruments) Rules, 2019 — Regulation 4: Manner of receipt of FDI; Regulation 5: Pricing guidelines
• FDI Policy 2020 (DPIIT) — Consolidated FDI Policy circular, effective October 15, 2020
• RBI Master Direction on FDI — Master Direction No. 18/2018-19 as amended
• Section 56(2)(viib) of Income Tax Act — Angel Tax on share premium (for shares issued above FMV)
• Companies Act, 2013 — Section 62 — Issue of shares to foreign investors (rights/private placement)

Frequently Asked Questions

Sectors Requiring Special Treatment in FC-GPR

Certain sectors have specific conditions that affect FC-GPR filing beyond the standard process:

Annual Return on Foreign Liabilities and Assets (FLA)

Companies that have received FDI (including FC-GPR filings) must file the Annual FLA Return by July 15 each year with RBI. The FLA return captures the outstanding FDI as at March 31 and details of all remittances during the financial year. Failure to file the FLA return is a FEMA violation — even for years where no new FDI was received, if FDI is outstanding on the balance sheet, the FLA is mandatory.

FC-GPR and Income Tax — Section 56(2)(viib) Interaction

Every FC-GPR filing involving a premium over face value must be evaluated for angel tax exposure under Section 56(2)(viib). When an Indian company issues shares to a foreign investor at a premium, the Income Tax Act requires that the premium does not exceed the Rule 11UA fair market value — if it does, the excess is taxed as income from other sources. Post the Finance Act 2023 extension of angel tax to foreign investors, and the subsequent CBDT notification exempting specific foreign investor categories and 21 countries, the interplay has become complex. Our FC-GPR service includes mandatory angel tax analysis for every filing.

When FC-GPR Becomes FC-TRS Later

Every share allotted under an FC-GPR eventually has a lifecycle: it may be transferred, converted, bought back, or subject to a secondary transaction. The Unique Identification Number (UIN) generated after FC-GPR approval is the thread that connects all future transactions to the original FDI. Without a properly filed and approved FC-GPR with a valid UIN, subsequent FC-TRS filings (when shares are transferred) cannot be completed. We recommend treating FC-GPR filing as the foundation of all future FEMA compliance for that tranche of shares.

Related Services

• FEMA Compliance Services
• FC-TRS Filing
• FEMA Compounding Procedure
• Startup Valuation (FEMA Compliant)
• IBBI Registered Valuer