FC-GPR Filing &
Foreign Direct Investment
Compliance Services

Review the proposed FDI transaction structure and verify compliance with: (a) the FDI Policy's sectoral cap for the company's business activities (e.g., 100% for manufacturing, 49% for insurance, 26% for print media), (b) the entry route (automatic or government approval required), (c) any sector-specific conditions (e.g., minimum capitalization, local sourcing norms, technology transfer obligations), and (d) the investor's country of origin — special scrutiny applies to investors from countries sharing a land border with India (China, Pakistan, Bangladesh, etc.), which require government approval irrespective of sector. Obtain a copy of the FDI Policy from DPIIT website and the FEMA Non-Debt Instruments Rules, 2019. If government route approval is required, file application on the FIFP portal BEFORE proceeding with the investment. Taxvio provides sectoral cap analysis and route determination as the first step.

Determine the minimum issue price for shares under FEMA Rule 22: (a) For unlisted companies: Engage a registered valuer (registered under the Companies (Registered Valuers and Valuation) Rules, 2017) to prepare a valuation report using the Discounted Cash Flow (DCF) method or another internationally accepted valuation methodology. The valuation report must be dated not earlier than 90 days before the proposed allotment date. Taxvio coordinates with registered valuers in our network to obtain the report within 5-7 days. (b) For listed companies: Determine the pricing under SEBI ICDR norms — typically the higher of: (i) average of weekly high/low closing prices for 26 weeks preceding the relevant date, or (ii) average for 2 weeks preceding the relevant date. Taxvio prepares the pricing compliance note based on stock exchange data. (c) For startups: Verify if the startup is eligible for special pricing provisions under the FDI Policy, though DCF valuation remains the most conservative and widely accepted approach.

Obtain complete KYC (Know Your Customer) documentation from the foreign investor as required under FEMA and the Prevention of Money Laundering Act (PMLA): (a) For individual investors: passport copy, proof of overseas address (utility bill, bank statement <3 months), PAN or tax identification number in the home country, source of funds declaration, and bank account details. (b) For institutional investors (foreign companies, funds, LLPs): certificate of incorporation, constitutional documents (Memorandum & Articles or equivalent), board resolution authorizing the investment, list of directors/partners with passport copies, proof of registered office address, ultimate beneficial ownership (UBO) declaration identifying individuals holding >25% interest, and financial statements for the last 2 years. (c) For investors from high-risk jurisdictions or countries sharing a land border: enhanced due diligence and government approval documentation. Taxvio prepares a KYC checklist tailored to the investor category and coordinates collection.

Convene a Board meeting to approve the FDI transaction: (a) Pass a Board resolution approving the issuance and allotment of shares to the foreign investor, specifying the number of shares, class (equity or preference), issue price (not less than the fair value determined by the valuation report), premium (if any), and payment terms. (b) Authorize the opening of a separate bank account (Foreign Currency Account or Escrow Account) for receipt of the FDI, if required by the company's bankers. (c) For private companies, verify if shareholder approval is required under the Articles of Association (AOA) — many AOAs include a right of first refusal for existing shareholders or require special resolution for allotment to non-residents. If required, convene an EGM (Extraordinary General Meeting) or obtain written consent from shareholders under Section 62(3) of the Companies Act. Taxvio drafts the Board resolution, notice of EGM (if applicable), and shareholder consent letters.

The foreign investor remits the subscription amount (in foreign currency — USD, EUR, GBP, etc.) to the company's bank account in India via SWIFT transfer or other RBI-approved channels. The Authorized Dealer (AD) bank in India (the company's bank) issues a Foreign Inward Remittance Certificate (FIRC) confirming receipt of the foreign currency and its conversion into INR at the prevailing exchange rate. The FIRC is a critical document required for FC-GPR filing and must contain: sender's name and country, purpose code (for FDI, typically 'S0001 - Equity Capital'), amount in foreign currency, INR equivalent, and date of credit to the company's account. Obtain the FIRC from the bank within 2-3 days of remittance receipt (banks are required to issue it within 3 working days). Taxvio coordinates with the company's bank to expedite FIRC issuance.

Once the consideration (FIRC confirmed receipt) is received: (a) The Board or a duly authorized committee (if delegation is permitted under the AOA) passes a resolution allotting the shares to the foreign investor, specifying the distinctive numbers of shares allotted. (b) Update the Register of Members (Form SH-1) to record the allotment to the foreign investor, including name, address, nationality, passport/incorporation number, number of shares, distinctive numbers, and date of allotment. (c) Issue share certificates (physical or dematerialized, depending on whether the company has ISIN or the shares are held in demat form) within 60 days of allotment under Section 56 of the Companies Act. For listed companies, ensure the shares are credited to the investor's demat account. (d) Update the foreign investor's name and shareholding in the company's cap table and statutory registers. Taxvio prepares the allotment resolution, updates statutory registers, and coordinates share certificate printing/demat credit.

File Form PAS-3 (Return of Allotment) with the Registrar of Companies within 30 days of the date of allotment, disclosing the allotment to the foreign shareholder. Form PAS-3 requires: (a) CIN and basic company details, (b) details of the allotment — date, number of shares allotted, class (equity/preference), issue price, premium, whether fully paid or partly paid, (c) list of allottees with name, address, PAN, nationality, number of shares allotted, and distinctive numbers, (d) whether the allotment is pursuant to a scheme of merger/demerger, employee stock option, rights issue, preferential allotment, etc., and (e) attachments: Board resolution approving allotment, valuation report (if applicable), list of allottees in the prescribed format. Form PAS-3 must be digitally signed by a director and the company secretary (if appointed). Pay the MCA fee and obtain the acknowledgment. Taxvio prepares and files PAS-3 within 15 days of allotment to provide a buffer.

File Form FC-GPR on the RBI FIRMS portal (https://firms.rbi.org.in) within 30 days of the date of allotment. If the company is filing on FIRMS for the first time, complete the one-time company registration on the portal with CIN, PAN, registered office address, email, mobile, and authorized signatory details (director or company secretary). Form FC-GPR requires: (a) Details of the Indian company: CIN, name, address, sector/activity (NIC code), date of incorporation, paid-up capital before and after the FDI, (b) Details of the foreign investor: name, country of incorporation/residence, entity type (individual/company/fund), passport/incorporation number, address, and percentage of shareholding post-investment, (c) Details of the investment: date of allotment, amount of consideration received (in INR and foreign currency), mode of payment (FIRC details), number of shares issued, face value, issue price, premium, and total consideration, (d) Sectoral classification and FDI route (automatic or government approval, with approval number if applicable), (e) Pricing compliance: whether issued at/above fair value (attach valuation report), and (f) Attachments: FIRC, Board resolution, valuation report (for unlisted), shareholders' resolution (if applicable), and government approval letter (if government route). Digitally sign the form using the authorized signatory's DSC and submit. FIRMS generates an SRN (Service Request Number) on successful submission — download and save the acknowledgment. Taxvio handles the entire FIRMS filing process end-to-end.

In addition to FC-GPR (which is transaction-specific), the company must file an annual return called the FLA Return (Foreign Liabilities and Assets Return) on the FIRMS portal, disclosing the position of all foreign investment (FDI, ECB, trade credit, etc.) and overseas investments as at 31st March of each year. The FLA Return is due by 15th July each year. Taxvio includes FLA Return filing as part of the annual compliance package for companies with foreign investment.

If the Indian company (which has received FDI) subsequently invests in another Indian company (downstream investment), or if the foreign investor transfers/sells their shares to another party (transfer of shares), separate FIRMS filings are required: (a) For downstream investment: File DI (Downstream Investment) return on FIRMS within 30 days of making the investment. (b) For transfer of shares: File FC-TRS (Foreign Currency - Transfer of Shares) within 60 days of the transfer. Both require similar documentation (valuation, pricing compliance, investor KYC). Taxvio provides support for all ongoing FIRMS filings as foreign investment activity evolves.