TL;DR
- Form FC-TRS reports a transfer of equity instruments between a person resident in India and a non-resident holding on a repatriation basis, or between non-residents holding on repatriable and non-repatriable bases.
- The resident party, or the non-repatriable holder, files it within 60 days of the transfer or of the receipt or remittance of funds, whichever is earlier, under Regulation 4(3) of FEMA 395.
Quick Answer: The resident party files Form FC-TRS within 60 days of a share transfer to or from a non-resident holding on a repatriation basis. The 60 days run from the transfer or the receipt or remittance of funds, whichever is earlier, under Regulation 4(3) of FEMA 395. Between a repatriable and a non-repatriable non-resident, the non-repatriable holder files.
FC-TRS stands for Foreign Currency-Transfer of Shares. It reports a change of hands in existing equity instruments, not a fresh issue, and it is filed in the Single Master Form on RBI's FIRMS platform through an AD bank. The obligation usually sits with the transferor or transferee, not with the investee company; a buy-back under an approved merger scheme is the exception.
FC-TRS at a glance
| Point | Position | Source |
|---|---|---|
| What is reported | Transfer of equity instruments involving a non-resident, as listed in Regulation 4(3) | FEMA 395 |
| Due date | 60 days from transfer or receipt or remittance of funds, whichever is earlier | Regulation 4(3), FEMA 395 |
| Who files | Resident transferor or transferee, or the non-repatriable non-resident | Regulation 4(3)(a), FEMA 395 |
| Where filed | Single Master Form on FIRMS, with the AD bank | Master Direction on Reporting |
| Pricing | Not less than, or not more than, the Rule 21 price | Rule 21(2), NDI Rules 2019 |
Who Files Form FC-TRS?
The onus sits on the resident transferor or transferee, or on the person resident outside India holding on a non-repatriable basis. Regulation 4(3)(a) of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations 2019 sets the covered transfers. The investee company does not usually file FC-TRS (the buy-back case below is the exception), though the same foreign holding is relevant again when it prepares its annual FLA return.
| Transfer | FC-TRS required? | Who files |
|---|---|---|
| Person resident in India and a non-resident holding on a repatriation basis | Yes | The resident transferor or transferee |
| Non-resident on a repatriation basis and a non-resident on a non-repatriation basis | Yes | The non-resident holding on a non-repatriation basis |
| Sale between a non-resident holding on a non-repatriation basis and a resident (either direction) | No | Not reportable |
| Transfer by a non-resident on a recognised stock exchange | Yes | The non-resident, under Regulation 4(3)(b) |
| Purchase or sale by a foreign portfolio investor on a stock exchange | No | AD bank reports in Form LEC (FII) |
| Buy-back by an Indian company in an approved merger, demerger or amalgamation scheme | Yes | The Indian company |
Which Other Transfers Need FC-TRS?
Three further cases are reportable. A deferred-consideration deal is reported on receipt of every tranche of payment, under Regulation 4(3)(c). Transfers of participating interest or rights in oil fields fall under Regulation 4(3)(d). A transfer by a foreign-owned or controlled Indian company to a non-resident is also reported in FC-TRS.
When Is FC-TRS Due?
FC-TRS is due within 60 days of the transfer of equity instruments or the receipt or remittance of funds, whichever is earlier. The trigger is whichever event happens first, so money received before the transfer starts the clock early.
How Is the 60-Day Period Counted?
Suppose the buyer's remittance arrives on 10 November 2026 and the shares are transferred on 25 November 2026. The earlier event is the remittance, so the 60 days run from 10 November. November supplies 20 days, December 31 and January 9, and the form is due by 9 January 2027.
Does Deferred Consideration Change the Deadline?
Yes. Rule 9(6) of the NDI Rules allows up to 25% of the total consideration to be deferred, held in escrow or covered by an indemnity, within 18 months. Each tranche is reported in FC-TRS when it is received, so one deal can produce several filings.
What If FC-TRS Is Filed After 60 Days?
A late FC-TRS can be regularised with a late submission fee for up to three years from the due date. It uses the same formula as an issue of shares: ₹7,500 plus 0.025% of the amount for each year of delay, capped at 100% of that amount, under Part XIII of the Master Direction on Reporting.
What Rules Govern FC-TRS Reporting Under FEMA?
Three instruments work together. Rule 9 of the FEMA (Non-debt Instruments) Rules 2019 permits the transfer, Rule 21 fixes the price, and Regulation 4(3) of FEMA 395 requires the report. The note on the FEMA Non-debt Instruments Fourth Amendment Rules 2026 covers the latest amendment to these rules.
What Price Must a Transfer Meet?
Pricing applies to transfers by way of sale, under Rule 21(2) of the NDI Rules.
| Direction of transfer | Price rule | Provision |
|---|---|---|
| Resident to non-resident | Not less than the Rule 21 price | Rule 21(2)(b) |
| Non-resident to resident | Not more than the Rule 21 price | Rule 21(2)(c) |
| Unlisted company benchmark | Arm's length valuation by an internationally accepted method, certified by a CA, SEBI-registered merchant banker or practising cost accountant | Rule 21(2) |
| Investment on a non-repatriation basis | Pricing guidelines do not apply | Proviso to Rule 21 |
A non-resident may not be guaranteed an assured exit price, under the Explanation to Rule 21. Pricing and structuring questions on a specific deal can go to advisory services.
Does a Gift of Shares Need RBI Approval?
A gift from a resident to a non-resident needs prior Reserve Bank of India (RBI) approval, applied for through an AD bank. Rule 9(4) of the NDI Rules adds conditions: the donor and donee must be relatives under section 2(77) of the Companies Act 2013, and the gift may not exceed 5% of paid-up capital. Total gifts by the donor to non-residents in a financial year must stay within the rupee equivalent of USD 50,000.
How Is FC-TRS Filed on the RBI FIRMS Platform?
The filing party completes the FC-TRS section of the Single Master Form on FIRMS and submits it to the AD bank, under the Master Direction on Reporting under FEMA, updated as on 1 October 2026. The investee company must already have its entity master on FIRMS.
What Documents Support an FC-TRS?
The primary sources name these supporting documents:
- KYC report, submitted by the transferor or transferee to the AD bank handling the transfer, where a different bank received the remittance.
- Chartered accountant's certificate that Securities and Exchange Board of India (SEBI) regulations were complied with, where the price was set under SEBI rules.
- Share purchase agreement containing the deferral, escrow or indemnity clause, for a deferred-consideration deal.
Your AD bank may ask for further documents. The company then records the transfer in its register of members, which is part of its Registrar of Companies (ROC) compliance and wider secretarial and company-law filings.
How Are FEMA Transfers Tracked Across Entities?
A share transfer creates obligations for parties outside the company, which is why it is easy to lose. A compliance management platform holds each transfer as a dated obligation, with the earlier of the two trigger dates, the filing party and the AD bank acknowledgement.
LexComply does not file anything with RBI or the AD bank; the filing party does. You can contact LexComply to see how your FEMA calendar would be tracked.
Common Mistakes to Avoid
- Counting the 60 days from the transfer only. Regulation 4(3) of FEMA 395 runs them from the transfer or the receipt or remittance of funds, whichever is earlier.
- Asking the investee company to file. Regulation 4(3)(a) puts the onus on the resident transferor or transferee, or the non-repatriable non-resident.
- Reporting a non-repatriable sale to a resident. The Note to Regulation 4(3)(a) excludes a sale between a non-resident holding on a non-repatriation basis and a resident, in either direction.
- Filing once for a deferred-consideration deal. Regulation 4(3)(c) requires a report on receipt of every tranche.
- Gifting shares to a non-resident relative without approval. Rule 9(4) of the NDI Rules requires prior RBI approval and caps the gift at 5% of paid-up capital.
- Promising an assured exit price. The Explanation to Rule 21 of the NDI Rules bars it.
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 transaction's facts. Obtain professional advice before acting on any position described here.