FC-GPR and FC-TRS Filing Deadlines 2026: How Startups Report Foreign Investment to RBI Within 30 and 60 Days

If your startup has just closed a foreign round, the compliance clock started the day you allotted the shares. Under India’s foreign exchange law, an Indian company that issues equity instruments to a person resident outside India must report the issue to the Reserve Bank of India, and the FC-GPR filing deadline is 30 days from the date of issue. Miss it and you are into Late Submission Fee territory, and in a due diligence two years later a single unfiled FC-GPR can hold up your next round. This guide explains how startups report foreign investment to RBI, the exact deadlines for FC-GPR and FC-TRS, the FIRMS portal steps, and the checklist to run after every foreign investment.

Quick Summary: Key Takeaways

• FC-GPR must be filed within 30 days of the date of issue of equity instruments to a non-resident, where the issue is reckoned as Foreign Direct Investment (FDI). This is Regulation 4(1) of the FEM (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019.
• FC-TRS must be filed within 60 days of a transfer of equity instruments between a resident and a non-resident, or of receipt or remittance of funds, whichever is earlier (Regulation 4(3)).
• Both forms are filed on RBI’s FIRMS portal through the Single Master Form (SMF), after a one-time Entity Master registration.
• A company issuing employee stock options to persons resident outside India reports them in Form ESOP.
• Late filing attracts a Late Submission Fee (LSF); a filing left undone can force compounding proceedings under FEMA and can stall your next funding round at diligence.

The reporting framework is not new and it is in force today. What changes for founders is that RBI, SEBI and investors are far more systematic about checking it. Treat FC-GPR and FC-TRS as part of closing a round, not as an afterthought.

What are FC-GPR and FC-TRS?

These are the two core reporting forms for inbound foreign investment in an Indian company. FC-GPR stands for Foreign Currency-Gross Provisional Return. FC-TRS stands for Foreign Currency-Transfer of Shares. The legal basis is the FEM (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, notified as Notification No. FEMA 395/2019-RB, G.S.R. 795(E) dated 17 October 2019, read with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.

• FC-GPR reports a fresh issue of shares by an Indian company to a non-resident. This is what you file when a foreign angel, fund or parent subscribes to your equity or preference shares or CCPS.
• FC-TRS reports a transfer of existing shares between a resident and a non-resident, for example when a foreign investor buys out an Indian shareholder, or when a founder sells secondary to a foreign fund.

When must you file FC-GPR? The 30-day deadline

Regulation 4(1) is explicit. An Indian company issuing equity instruments to a person resident outside India, where such issue is reckoned as Foreign Direct Investment, “shall report such issue in Form FC-GPR, not later than thirty days from the date of issue of equity instruments.” The date of issue is the date of allotment recorded in your board or committee resolution, not the date the money hit your account. Founders routinely confuse the two and lose a week or more of the 30-day window.

Before you can even reach the FC-GPR, the money leg has its own rule: equity instruments must be issued to the non-resident investor within 60 days from the date of receipt of the consideration, failing which the amount must be refunded. So the practical sequence is: receive funds, allot within 60 days, then file FC-GPR within 30 days of that allotment.

When must you file FC-TRS? The 60-day deadline

Regulation 4(3) provides that “the Form FCTRS shall be filed within sixty days of transfer of equity instruments or receipt / remittance of funds whichever is earlier.” The onus of reporting is on the resident transferor or transferee, or on the person resident outside India holding equity instruments on a non-repatriable basis, as the case may be. One nuance often missed: a transfer by way of sale between a non-resident holding on a non-repatriable basis and a resident is not required to be reported in Form FC-TRS.

FDI reporting deadlines at a glance

Event	Form	Deadline	Who reports
Issue of shares to a non-resident (FDI)	FC-GPR	Within 30 days of date of issue (allotment)	The Indian investee company
Transfer of shares between resident and non-resident	FC-TRS	Within 60 days of transfer or of receipt/remittance of funds, whichever is earlier	Resident transferor/transferee, or the non-resident holding on non-repatriable basis
Issue of ESOPs to persons resident outside India	Form ESOP	As prescribed for the issue	The Indian issuing company
Annual return of foreign liabilities and assets	FLA	Annually to RBI (confirm the current due date each year)	The Indian company with foreign investment

How to file: the FIRMS portal and the Single Master Form

All inbound investment reporting is done online on RBI’s Foreign Investment Reporting and Management System, the FIRMS portal, through the Single Master Form. There are two stages:

1. Entity Master Form (one time). Register the company on FIRMS and record its total foreign investment position. This is a prerequisite. If it is not done, you cannot file the SMF returns.
2. Single Master Form (per transaction). File the specific return, FC-GPR or FC-TRS, with the supporting documents: the CS certificate, the valuation certificate, the FIRC and KYC from the AD bank, the board resolution and the shareholding pattern.

The valuation point is where startups slip. Shares issued to a non-resident must be priced at or above the fair value worked out by an approved valuer under the pricing guidelines. An FC-GPR filed on an undervalued price invites a query, and a correction after the fact is far more painful than getting the valuation right before allotment.

What happens if you miss the deadline?

A delayed filing is not fatal, but it is not free either. RBI operates a Late Submission Fee regime: a delayed FEMA return can be regularised on payment of an LSF calculated with reference to the amount involved and the length of the delay. The important discipline is that the LSF route closes a delay; it does not cure a total failure to file. A return that is simply never filed can push the transaction into compounding proceedings under FEMA, which are slower and more expensive, and it will surface as a red flag in the due diligence for your next round. Confirm the current LSF computation with your AD bank before you assume a number, as RBI revises the framework from time to time.

Your post-round FEMA reporting checklist

1. Confirm the investor is a person resident outside India and the instrument is an equity instrument reckoned as FDI.
2. Obtain the FIRC and KYC report from your AD bank for the inward remittance.
3. Get a valuation certificate from an approved valuer and price the shares at or above fair value.
4. Allot the shares within 60 days of receiving the funds and record the date of issue.
5. Ensure the Entity Master Form on FIRMS is registered and current.
6. File FC-GPR within 30 days of the date of issue, with the CS certificate and supporting documents.
7. For any transfer between a resident and a non-resident, file FC-TRS within 60 days of the transfer or of the funds moving, whichever is earlier.
8. Diarise the annual FLA return and, if you also hold overseas investment, the separate Annual Performance Report.

What this means for founders, CAs and MSMEs

Founders: build FC-GPR into your closing checklist. The 30-day clock runs from allotment, so do not let the celebration of a closed round eat the reporting window. CAs and CS professionals: the onus for FC-TRS often sits with the resident party, so flag it to selling founders and angels who assume the buyer will handle it. MSMEs and family companies taking investment from an NRI relative or a foreign partner: the same rules apply even to a small, unglamorous allotment, and these are exactly the filings that get forgotten until a bank or a buyer asks for them.

Frequently Asked Questions

Is the FC-GPR deadline 30 days from allotment or from receipt of money?

Thirty days from the date of issue, that is, the date of allotment. Separately, the shares must be allotted within 60 days of receiving the consideration, so both clocks matter.

Who files FC-TRS, the buyer or the seller?

The onus is on the resident party to the transfer, whether transferor or transferee, or on a non-resident holding on a non-repatriable basis. In a secondary sale by a founder to a foreign fund, the resident founder cannot assume the fund will file.

Do I report ESOPs granted to a foreign employee?

Yes. An Indian company issuing employee stock options to a person resident outside India reports them in Form ESOP under the same reporting regulations.

Can I still file if I have missed the 30-day or 60-day window?

Yes, through the Late Submission Fee route, which regularises a delayed filing on payment of a fee linked to the amount and the delay. A filing never made at all can instead require compounding under FEMA. Do not leave it unfiled.

What is the difference between FC-GPR and FLA?

FC-GPR is a transaction return filed once per issue of shares to a non-resident. FLA is an annual return of the company’s foreign liabilities and assets, filed every year regardless of whether there was a fresh transaction.

Related reading on TaxUpdate.in

• FEMA Year-End Compliance: APR and FLA Filing Guide
• RBI’s New ECB Rules 2026: How Much Foreign Debt Your Company Can Raise
• SEBI Extends Angel Fund Accredited-Investor Deadline to March 31, 2027

Get expert guidance

A clean FEMA reporting trail is one of the first things a serious investor checks. If you have just closed a foreign round, or you are cleaning up historic FC-GPR and FC-TRS gaps before your next raise, Tax Update India can help you get it right. Book a quick call to review your foreign investment reporting. Our cross-border work is reviewed by experienced professionals.

Sources

FEM (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, Notification No. FEMA 395/2019-RB, G.S.R. 795(E) dated 17 October 2019. Regulation 4(1) (FC-GPR, 30 days) and Regulation 4(3) (FC-TRS, 60 days) read verbatim from the Reserve Bank of India at rbi.org.in/Scripts/NotificationUser.aspx?Id=11723, retrieved 11 September 2026.

Disclaimer

This article is for general information and does not constitute legal, tax or foreign exchange advice. It reflects the reporting framework in force as of the date of publication. Deadlines, forms, the Late Submission Fee computation and pricing guidelines can change, and portal procedures are revised from time to time; confirm the current position with your authorised dealer bank and a qualified professional before you act on your specific facts.