What is covered
- FC-GPR — reporting the issue of shares to a non-resident, due within 30 days of allotment, filed on FIRMS through your AD Category-I bank
- FC-TRS — transfer of shares between a resident and a non-resident, due within 60 days. This arises on a secondary sale with no money entering the company at all, which is why it is the most frequently overlooked of the four
- FLA return — annually by 15 July, reporting foreign liabilities and assets as at 31 March, for as long as the foreign investment subsists
- Annual Performance Report — by 31 December for each overseas entity in which the company holds an investment, supported by that entity’s audited financial statements
- Delayed filings — computing the Late Submission Fee, establishing whether the three-year window is still open, and filing
- Compounding — where that window has closed and the matter has to go to the RBI formally
The deadline that decides the approach
Late reporting is regularised by paying a Late Submission Fee under the framework in A.P. (DIR Series) Circular No. 16 of 30 September 2022 — ₹7,500 plus 0.025% of the amount involved per year of delay, capped at 100% of that amount.
That route is open only for three years from the due date. After it, the contravention goes to compounding before the RBI, with exposure under Section 13 of FEMA of up to three times the amount involved where the sum is quantifiable, up to ₹2,00,000 where it is not, and up to ₹5,000 per day where the contravention continues.
The practical consequence is that the same oversight is an administrative fee in year two and a formal application in year four. Where filings have been missed, the first piece of work is always to place each one against that line — it determines the cost, the timeline and the route.
Who this is usually for
There is no threshold — no turnover, headcount or investment-size test. In practice the companies that need this are:
- Indian subsidiaries of foreign parents, where the group’s advisers cover the parent-side reporting and the Indian filings are assumed to be handled
- Startups with overseas investors on the cap table, where the round closed and the 30-day clock ran from an allotment date nobody was tracking
- Companies with an overseas subsidiary or JV, which report the inbound side and overlook the APR entirely
- Companies where a founder or shareholder has moved abroad, changing their residential status and bringing later transfers within FC-TRS
How the work runs
It starts with dates rather than documents: every allotment, every transfer, and every year in which foreign investment subsisted. The deadlines follow arithmetically from those, and the AD bank’s records show what actually went in. From that you get a list of what is outstanding, the LSF computed for each, and where each sits against the three-year line — before anything is filed and before you commit to a course.
This runs alongside your Companies Act obligations rather than replacing them. An allotment to a foreign investor produces a PAS-3 with the Registrar and an FC-GPR with the RBI — different deadlines, different regulators, and neither excuses the other. See company incorporation and ROC compliance for that side, and the four filings foreign-funded companies miss for the detail on each.
Related
Where foreign shareholding brings overseas payments or a non-resident director, the withholding position is separate — NRI taxation covers residence and treaty relief, and audit and assurance the statutory audit that runs alongside. For subsidiaries crossing into IFC reporting, see internal financial controls and IS audit.