TL;DR
- FC-GPR filing is an Indian company's report of equity instruments issued to a person resident outside India, due within 30 days of the issue under Regulation 4(1) of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations 2019.
- It is filed through the AD bank in the Single Master Form on RBI's FIRMS platform.
- A late return can be regularised for up to three years with a late submission fee.
Quick Answer: FC-GPR filing is an Indian company's report of shares issued to a foreign investor, due within 30 days of the issue. Regulation 4(1) of the FEMA reporting regulations requires it, and the company files it through its AD bank in the Single Master Form on RBI's FIRMS platform. A late return attracts a late submission fee.
FC-GPR stands for Foreign Currency-Gross Provisional Return. It tells the Reserve Bank of India (RBI) that foreign direct investment has turned into equity on the company's books. The receipt of the money is no longer reported separately by the company: the AD bank reports the inflow in its own returns.
FC-GPR at a glance
| Point | Position | Source |
|---|---|---|
| What is reported | Issue of equity instruments to a person resident outside India, reckoned as FDI | Regulation 4(1), FEMA 395 |
| Due date | Not later than 30 days from the date of issue | Regulation 4(1), FEMA 395 |
| Where filed | Single Master Form on FIRMS, through the AD Category-I bank | Master Direction on Reporting, Part IV |
| Prerequisite | Entity master filed on FIRMS | Master Direction on Reporting |
| Late filing | Late submission fee, available for up to three years | Master Direction on Reporting, Part XIII |
What Is FC-GPR Filing Under the FEMA Reporting Rules?
FC-GPR is the form prescribed by Regulation 4(1) of the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations 2019, known as FEMA 395. It applies when an Indian company issues equity instruments to a person resident outside India and the issue counts as foreign direct investment.
What Counts as an Equity Instrument?
Equity instruments are equity shares, fully and mandatorily convertible debentures, fully and mandatorily convertible preference shares and share warrants issued by an Indian company, under Rule 2(k) of the NDI Rules and the Master Direction on Foreign Investment. Partly paid shares issued on or after 8 July 2014 also count.
When Is FC-GPR Due?
FC-GPR is due not later than 30 days from the date of issue of the equity instruments. The clock runs from the allotment, not from the date the money arrived. A company that allots on 15 November 2026 must report by 15 December 2026. Because each allotment starts its own clock, the date is best entered on a secretarial and company-law compliance calendar on the day of allotment.
Does the Receipt of Money Need a Separate Report?
No. The Advance Remittance Form, which companies once filed on receiving the money, was withdrawn with effect from 1 September 2018. The AD bank now reports the actual inflow in its R-returns in the normal course.
Is the Deadline Different for Pre-Incorporation Expenses?
Yes. A wholly owned subsidiary in a 100% automatic-route sector may issue shares to its non-resident parent against pre-incorporation expenses, up to 5% of authorised capital or USD 500,000, whichever is less. The Master Direction on Foreign Investment then requires FC-GPR within 30 days of issue, and in any case not later than one year from incorporation, with a statutory auditor's certificate.
How Is FC-GPR Filed on the RBI FIRMS Platform?
All reporting under the Master Direction on Reporting under FEMA, updated as on 1 October 2026, is done through the Single Master Form on the FIRMS platform. The company files; the AD Category-I bank processes the form.
| Step | What happens | Source |
|---|---|---|
| 1. Entity master | The Indian company files its entity master on FIRMS | Master Direction on Reporting |
| 2. Single Master Form | The company completes the FC-GPR section with the allotment details | Master Direction on Reporting, Part IV |
| 3. Attachments | KYC report, valuation certificate and any case-specific documents are uploaded | Master Direction on Reporting; Master Direction on Foreign Investment 8.11; Rule 21, NDI Rules |
| 4. AD bank | The form is reported through the AD bank | Proviso to Regulation 4, FEMA 395 |
What Documents Does FC-GPR Need?
The primary sources name these documents. Your AD bank may ask for others.
- KYC report on the foreign investor, in the format in the FIRMS user manual.
- Valuation certificate from a chartered accountant, a SEBI-registered merchant banker or a practising cost accountant, for an unlisted company. It must not be more than 90 days old on the date of investment.
- Where the allottee is not the remitter: KYC of both the remitter and the beneficial owner, a no-objection certificate from the remitter mentioning its relationship with the beneficial owner, a letter from the beneficial owner explaining the arrangement, and a copy of the agreement or board resolution of the investee company.
What Price Must the Shares Be Issued At?
An unlisted company may not issue below fair value set by an internationally accepted pricing methodology on an arm's length basis, under Rule 21(2)(a)(ii) of the FEMA (Non-debt Instruments) Rules 2019. A listed company follows the Securities and Exchange Board of India (SEBI) pricing guidelines instead. Whether a valuation supports the issue price is a judgement call, and advisory services on FEMA pricing can test it before allotment.
Which Share Issues Must Be Reported on FC-GPR?
A fresh allotment for cash is the common case, but the Master Direction on Reporting extends FC-GPR to several other issues to a non-resident.
| Issue to a person resident outside India | Reported on |
|---|---|
| Fresh issue of equity instruments, reckoned as FDI | FC-GPR |
| Bonus or rights shares, including on amalgamation, merger or demerger | FC-GPR |
| Shares issued under a cross-border merger | FC-GPR |
| Shares issued against funds payable by the company | FC-GPR |
| Sweat equity, and shares issued on exercise of an employee stock option | FC-GPR |
| Shares issued on conversion of convertible notes | FC-GPR |
| Grant of an employee stock option | Form ESOP, within 30 days |
| Allotment in a public issue or QIP under SEBI regulations | Not reported on FC-GPR |
What Is the Late Submission Fee for FC-GPR?
A delayed FC-GPR can be regularised with a late submission fee for up to three years from the due date, under Part XIII of the Master Direction on Reporting. The power to levy it sits in Regulation 5 of FEMA 395.
| Element | Position |
|---|---|
| Formula | ₹7,500 + (0.025% × A × n) |
| A | The amount involved in the delayed reporting |
| n | Years of delay, rounded up to the nearest month and expressed to two decimals |
| Cap | 100% of A, rounded up to the nearest hundred |
| Window | Up to three years from the due date |
| Unpaid advice | Void if the fee is not paid within 30 days |
How Is the Fee Calculated in Practice?
Take an FC-GPR for ₹2 crore filed six months late, so n is 0.50. The variable part is 0.025% of ₹2 crore multiplied by 0.50, which is ₹2,500. The fee is therefore ₹7,500 plus ₹2,500, or ₹10,000.
What Happens After Three Years?
The fee route closes. A person who does not report within the time allowed, or with the fee, is liable to penal action under the Foreign Exchange Management Act 1999, as Part XIII of the Master Direction records.
Which Other FEMA Returns Follow a Share Issue?
FC-GPR is rarely the only return. The annual FLA return and the Companies Act filing run on separate clocks.
| Return | Trigger | Deadline | Provision |
|---|---|---|---|
| FC-TRS | Transfer of equity instruments between a resident and a non-resident | 60 days from transfer or receipt of funds, whichever is earlier | Regulation 4(3), FEMA 395 |
| FLA | Company that received FDI in the previous year or the current year | 15 July each year | Regulation 4(2), FEMA 395 |
| Form DI | Downstream investment by an Indian entity with foreign investment | 30 days from allotment | Regulation 4(11), FEMA 395 |
| Return of allotment | Any allotment of securities by a company with share capital | As prescribed under the Companies Act | Section 39(4), Companies Act 2013 |
Recent changes to the investment rules are covered in the analysis of the FEMA Non-debt Instruments Fourth Amendment Rules 2026. Trade registrations such as an Importer Exporter Code sit under foreign trade law rather than FEMA reporting, but often belong to the same entity.
How Is FEMA Reporting Tracked Across Entities?
A compliance management platform holds each allotment to a non-resident as a dated obligation, with the 30-day FC-GPR date, the owner and the AD bank acknowledgement as evidence.
LexComply does not file anything with RBI or the AD bank. The company files, the AD bank processes and RBI administers the framework. To see how your FEMA calendar would sit there, contact LexComply.
Common Mistakes to Avoid
- Counting the 30 days from receipt of money. Regulation 4(1) of FEMA 395 runs the period from the date of issue of the equity instruments.
- Looking for the Advance Remittance Form. It no longer exists, and the AD bank now reports the inflow in its R-returns under the Master Direction on Reporting.
- Using a stale valuation certificate. The Master Direction on Foreign Investment requires it to be not more than 90 days old on the date of investment.
- Reporting an ESOP grant on FC-GPR. The grant goes on Form ESOP under Regulation 4(4), and only shares issued on exercise go on FC-GPR.
- Assuming the late fee caps at a flat ₹7,500. That flat amount applies to returns such as FLA; FC-GPR adds 0.025% × A × n under Part XIII.
- Letting a delay pass three years. The late submission fee route closes at three years from the due date.
Legal Disclaimer
This article is general information on Indian foreign exchange law, current as at the date shown above. It is not legal advice and does not take account of any particular company's facts. Obtain professional advice before acting on any position described here.