Form FC-GPR is the RBI filing that reports the issue of shares (or other equity instruments) by an Indian company to a foreign investor – due within 30 days of allotment on the FIRMS portal. It closes the loop that starts when foreign capital lands in the bank account. This guide gives the complete timeline chain, the document pack that clears AD-bank scrutiny first pass, the tab-by-tab filing flow, and the special cases – bonus, rights, partly-paid shares and conversions.
The timeline chain – three clocks in sequence
| Step | Deadline | What happens on breach |
|---|---|---|
| 1. Foreign money received (banking channels / NRE / FCNR) | – | – |
| 2. Allot the shares | Within 60 days of receiving the money | If not allotted: refund within 15 days of the 60-day expiry; keeping the money longer is a contravention |
| 3. File FC-GPR | Within 30 days of allotment | LSF: ₹7,500 + 0.025% of the amount per year of delay; beyond 3 years, compounding |
The document pack
| Document | The detail banks check |
|---|---|
| FIRC (foreign inward remittance certificate) | Amount, date, currency and remitter name must tie exactly to the form – the #1 rejection trigger is a mismatch |
| KYC report of the investor | RBI-format report from the remitting bank via your AD bank – no FC-GPR without FIRC + KYC |
| Board resolution | Approving the allotment, with the allottee list |
| Valuation certificate | From a practising CA, SEBI-registered merchant banker or cost accountant; internationally accepted methodology; banks want it dated within ~90 days – see pricing rules |
| CS certificate | Practising Company Secretary certifying Companies Act and FEMA compliance, sectoral cap and entry route – in the prescribed SMF format |
| Declarations | Authorised representative’s declaration including the beneficial-ownership / land-border declaration (now the 10% PMLA-aligned test) |
| Government approval letter | Only for approval-route sectors |
| NRE/FCNR debit statement | Where consideration came from the investor’s NRE/FCNR account instead of fresh remittance |
Filing flow on the SMF
- 1. Business User login → SMF → File Return → FC-GPR → Add New Return;
- 2. Common details pre-fill from the Entity Master – select entry route and confirm sectoral cap/NIC;
- 3. Issue details: date and nature of issue (fresh, bonus, rights, conversion, ESOP exercise, call money – quote the initial FC-GPR reference for subsequent partly-paid tranches);
- 4. Foreign investors tab: per-investor details, instrument, numbers, premium, mode of payment + FIRC/KYC uploads;
- 5. Particulars of issue: fair value + valuation certificate; upload CS certificate and declarations;
- 6. Shareholding pattern: auto-computed pre/post – reconcile with the Entity Master before submitting;
- 7. Submit → routes to your AD bank → verification (norm: 5 working days) → status acknowledged. Save the acknowledgment PDF permanently.
Special cases
| Case | How FC-GPR works |
|---|---|
| Bonus issue | File within 30 days; no valuation certificate (no consideration); same terms as resident holders |
| Rights issue | File within 30 days; price = price offered to residents (unlisted); renounced portions picked up by NRs need fair-value pricing |
| Partly-paid shares | 25% upfront, balance within 12 months; initial FC-GPR for the upfront amount, then a further FC-GPR for each call-money receipt, quoting the initial reference number |
| Conversion of CCD/CCPS/convertible note | FC-GPR at conversion referencing the original filing; price per the formula fixed at issuance |
| ESOP exercise by NR employee | Form ESOP was filed at grant; on allotment, FC-GPR within 30 days – treat them as independent obligations |
Allotment done, clock running?
We prepare the full FC-GPR pack – valuation, CS certificate, declarations – and file within the deadline.
Talk to My Cloud AccountantFrequently asked questions
What is the due date for FC-GPR?
30 days from the date of allotment of the equity instruments, filed on the FIRMS portal through your AD bank. The allotment itself must happen within 60 days of receiving the foreign remittance.
What happens if FC-GPR is filed late?
A late submission fee applies: ₹7,500 plus 0.025% of the amount involved per year of delay (capped at the amount itself), payable within 30 days of RBI’s advice. Delays beyond three years cannot use LSF and need compounding.
Is a valuation certificate needed for a bonus issue?
No – bonus shares involve no consideration, so no pricing certificate is required. The FC-GPR still must be filed within 30 days with nature of issue marked as bonus.
Who verifies the FC-GPR?
Your AD Category-I bank branch verifies against RBI’s checklist – the norm is action within 5 working days – and the form then shows as acknowledged. The acknowledgment is your proof of FEMA compliance.
Based on the FEM (Mode of Payment and Reporting of Non-Debt Instruments) Regulations 2019, the RBI SMF user manual and current AD bank practice. Last reviewed: July 2026.