FC-GPR Filing — FDI Reporting to RBI
Last updated: 14 Oct 2026
Quick Answer: FC-GPR (Foreign Currency Gross Provisional Return) is a mandatory filing for Indian companies that receive Foreign Direct Investment in equity, CCPS, or CCDs. It must be submitted through the RBI's FIRMS portal within 30 days of allotment, requiring a valuation certificate and FIRC documentation to remain compliant with FEMA regulations.
FC-GPR filing with RBI within 30 days of allotment. Expert CA assistance for FDI reporting, valuation certificate, KYC, and FIRMS portal compliance India.
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
| Event | Deadline | Consequence of Delay |
|---|---|---|
| Receive FDI remittance | Day 0 | — |
| Allot shares | Within 180 days of receipt | Refund required if not allotted |
| File FC-GPR | Within 30 days of allotment | FEMA violation — compounding required |
| AD Bank approval on FIRMS | Typically 3–7 working days | UIN not generated without approval |
| Issue share certificate | 60 days from allotment | Companies Act violation |
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
| Error | Consequence | Prevention |
|---|---|---|
| Filing after 30-day deadline | FEMA violation — must compound | File immediately after allotment board meeting |
| Allotment price below valuation FMV | FEMA violation | Get valuation before finalising price |
| Wrong NIC code for business activity | Rejection by AD Bank | Cross-check with RBI sector classification |
| Missing FIRC or KYC from AD Bank | Incomplete filing | Coordinate with AD Bank before board meeting |
| FIRMS registration not linked to AD Bank | Cannot submit filing | Register on FIRMS 2 weeks before expected allotment |
| Not obtaining UIN from FC-GPR | Cannot file FC-TRS later | Save UIN immediately after approval |
FC-GPR vs FC-TRS — Key Difference
| Aspect | FC-GPR | FC-TRS |
|---|---|---|
| Trigger | Fresh allotment of shares to non-resident | Transfer of existing shares between resident and non-resident |
| Filed by | Investee Indian company | Transferor or transferee (Indian party) |
| Deadline | 30 days from allotment | 60 days from remittance/transfer |
| Document | FIRC + KYC from investor | Form FC-TRS + valuation + FIRC |
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
Received FDI and approaching the 30-day deadline?
Get FC-GPR Filing Assistance Call +91-9962 260 333Frequently 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
What is FC-GPR?
FC-GPR (Foreign Currency-Gross Provisional Return) is a mandatory RBI reporting form filed by an Indian company within 30 days of issuing equity shares, compulsorily convertible preference shares (CCPS), or compulsorily convertible debentures (CCDs) to a non-resident investor under the FDI route.
Who files the FC-GPR?
The Indian company (investee entity) files FC-GPR through the FIRMS (Foreign Investment Reporting and Management System) portal using its Business User credentials. The Authorised Dealer (AD) bank then verifies and submits the report to RBI.
What documents are required for FC-GPR filing?
Key documents: (1) Board resolution for allotment, (2) Valuation certificate from a SEBI-registered Merchant Banker or CA (for unlisted companies), (3) FIRC — Foreign Inward Remittance Certificate from AD bank, (4) KYC of the foreign investor, (5) Certificate from Company Secretary confirming compliance with Companies Act, (6) Memorandum of Association showing authorised capital, (7) Shareholders list after allotment.
What is the deadline for FC-GPR filing?
Within 30 days from the date of issue/allotment of shares. Delay beyond 30 days requires filing through the FEMA Compounding procedure with RBI to regularise the violation.
What valuation is required for FC-GPR?
For unlisted companies: a valuation certificate from a SEBI Category-I Merchant Banker or a Chartered Accountant using any internationally recognised methodology (DCF, Comparable Transaction, NAV). The fair market value (FMV) under Rule 11UA of Income Tax Rules is commonly used. Shares cannot be issued below this FMV.
What are the penalties for late FC-GPR filing?
Late filing is a FEMA violation. Penalty under FEMA: up to 3 times the amount of contravention, or up to ₹2 lakh for non-quantifiable violations. Compounding with RBI typically results in a penalty of 0.75% to 1% of the FDI amount per year of delay.
Can FC-GPR be revised?
Yes. A revised FC-GPR can be filed if the original had errors, within the 30-day window without penalty. Post 30 days, revision also requires compounding.
Which reporting applies to my investment event, and what documents are needed to complete it?
Each event has its own form on the RBI FIRMS portal: FC-GPR for shares or convertibles issued to a non-resident, within 30 days of allotment; FC-TRS for a transfer between a resident and a non-resident, within 60 days of the transfer or receipt of funds, whichever is earlier; Form ESOP for shares issued to non-resident employees; Form CN for convertible notes; Form DI for downstream investment; and the annual FLA return by 15 July. The company first registers on the portal (Entity Master). Typical documents are the KYC report from the bank that received the money, the FIRC or proof of remittance, the valuation certificate, the board resolution, and a company secretary’s certificate of compliance. We prepare the form, file it through your bank and handle the bank’s queries.
Does my investment event need FC-GPR reporting, and which records are required to complete it?
Form FC-GPR is needed when an Indian company issues equity shares, compulsorily convertible preference shares or debentures, or share warrants to a person resident outside India; it is filed on the RBI’s FIRMS portal within 30 days of allotment. A transfer of existing shares between a resident and a non-resident is reported in Form FC-TRS instead, within 60 days, and convertible notes, shares issued to non-resident employees and downstream investment have their own forms. Records needed: the bank’s KYC report on the remitter, the FIRC or proof of inward remittance, the FEMA valuation certificate (not more than 90 days old on the date of investment), the board resolution and list of allottees, and a company secretary’s certificate of compliance. A late filing can usually be regularised with a late submission fee.
Sectors Requiring Special Treatment in FC-GPR
Certain sectors have specific conditions that affect FC-GPR filing beyond the standard process:
| Sector | FDI Limit | Special FC-GPR Requirement |
|---|---|---|
| Defence | 74% auto; above 74% govt approval | Security clearance documentation required |
| Insurance | 74% auto | IRDAI NOC required before FC-GPR |
| Banking (private) | 74% auto | RBI approval above 5% per investor |
| Retail (single brand) | 100% auto above 49% govt approval | 30% domestic sourcing commitment required |
| Digital Media | 26% | MIB approval required |
| Pharmaceuticals (greenfield) | 100% auto | Standard FC-GPR applies |
| Pharmaceuticals (brownfield) | 74% auto; above 74% govt | DPIIT + MoH approval documentation |
| Real Estate (development) | 100% auto | Minimum capital and lock-in conditions must be certified |
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
Section 56(2)(viib) (angel tax) does not apply to share issues from assessment year 2025-26. For allotments made up to 31 March 2024, the premium had to be supported by a Rule 11UA valuation, and the Finance Act 2023 extended the charge to non-resident investors, subject to the CBDT exemptions for specified investor categories and 21 countries. Our FC-GPR service checks this legacy exposure for older allotments that are still open to assessment.
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
Which laws govern this service? — FEMA
The statutory provisions this service is delivered under, linked to the official text:
- FEMA, 1999 read with FEMA (Non-debt Instruments) Rules, 2019 — RBI Master Direction on Foreign Investment
- RBI Master Direction — Reporting under FEMA (FC-GPR, FC-TRS, FLA, ODI)
- RBI Master Direction — Compounding of Contraventions under FEMA
- FEMA (Overseas Investment) Rules and Regulations, 2022
- Income-tax Act, 1961 — s.195 and Rule 37BB (Form 15CA/15CB)
Engagement terms for FC-GPR / FC-TRS filing — reviewed 25 October 2026
- Fee: From ₹15,000 + 18% GST per filing where the valuation certificate and the Company Secretary certificate are provided by you. If we prepare them: valuation certificate ₹25,000 + 18% GST, CS certificate ₹7,500 + 18% GST. RBI late-submission fee (LSF), if any, is payable by the company.
- Extra / not included: AD-bank queries on the filing are answered as part of the fee; a re-filing after a change in the allotment particulars is a fresh engagement.
- Turnaround: Filed within 3 working days from receipt of complete information and the advance payment, and in any case within the 30-day statutory window from the date of issue.
- Who signs: The certificate is signed by V. Viswanathan FCA or another qualified Chartered Accountant of the practice, depending on the engagement.
- Entity: Valuation report and the Company Secretary certificate are engaged and invoiced by V Viswanathan & Associates (FRN 013713S; proprietor V. Viswanathan, IBBI/RV/03/2019/12333); the FC-GPR filing on the RBI FIRMS portal is engaged and invoiced by Virtual Auditor Private Limited.
- What to send first: Send FIRC and KYC, board resolution and PAS-3 particulars of the allotment, shareholding pattern, and the Entity Master login.
- Next step: Send your enquiry on WhatsApp to +91 99622 60333; we confirm the scope, fee and timeline in writing before work starts.
What has changed in the law — reviewed October 2026
- Income-tax Act, 2025: assented to on 21 August 2025 and in force from 1 April 2026, it replaces the Income-tax Act, 1961 for tax year 2026-27 onward, and the Income-tax Rules, 2026 (notified 20 March 2026) replace the 1962 Rules. Section and rule numbers on this page are those of the 1961 Act and 1962 Rules, which continue to govern assessments, appeals and pending proceedings for assessment years up to 2026-27; for tax year 2026-27 onward the corresponding provisions of the 2025 Act apply, and our engagement letters quote both.
- Angel tax: section 56(2)(viib) of the Income-tax Act, 1961 does not apply from assessment year 2025-26 (Finance (No. 2) Act, 2024), so share premium received from any investor is no longer taxed under that clause. Valuations are still required under separate regimes, each with its own law and signing professional: fair market value under Rule 11UA(1)(c) of the Income-tax Rules, 1962 for section 56(2)(x) in the recipient's hands (net-asset basis for unquoted equity shares); FEMA pricing for a non-resident investor under the FEM (Non-debt Instruments) Rules, 2019, certified by a Chartered Accountant, SEBI-registered merchant banker or practising cost accountant; a registered valuer's report under section 247 of the Companies Act, 2013 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 for preferential allotments under section 62(1)(c); and grant-date fair value of the option under Ind AS 102 for ESOP accounting (reviewed 25 October 2026).