Form FC-GPR Filing on RBI FIRMS Portal: Step-by-Step Guide

When an Indian company issues shares to a foreign investor, it must report the allotment to the Reserve Bank of India (RBI) in Form FC-GPR. The filing is made online through the FIRMS portal (Foreign Investment Reporting and Management System) in what the RBI calls the Single Master Form. This guide explains who files, how the portal registration works, what documents you need, the deadline and the reasons filings are most often rejected. It is written for a foreign parent setting up or funding an Indian subsidiary.

Who files and when

The Indian company that issued the shares is responsible for filing FC-GPR, not the foreign investor. The form is due within 30 days of the date of allotment of the shares. Before allotment, the company must also have received the money through normal banking channels and the authorised dealer (AD) bank must have issued a Foreign Inward Remittance Certificate (FIRC) and the KYC report of the remitter. Separately, under the Companies Act the company must allot shares within 60 days of receiving the money, so the two timelines run together.

Step 1: Register on the FIRMS portal

1. 1

   Create the entity user: Register on the FIRMS portal as an entity user for the Indian company. Upload an authority letter on the company's letterhead and a copy of the PAN of the authorised person. The RBI approves the registration and emails the login.

2. 2

   Fill the Entity Master: Log in as entity user and complete the Entity Master with the company's CIN, PAN, registered office, sector, and the shareholding pattern before and after the investment. This is a one-time setup that is updated after each investment.

3. 3

   Create the business user: Register separately as a business user. Select the AD bank that received the remittance, because that bank will verify your filings. Upload the authority letter again. The AD bank approves this registration.

4. 4

   Check the AD bank's details: The IFSC and branch chosen must be the branch that issued the FIRC. Choosing a different branch is a frequent cause of delay.

Step 2: Collect the documents

• FIRC (Foreign Inward Remittance Certificate) issued by the AD bank for each remittance against which shares are allotted.
• KYC report of the remitter, obtained by the Indian AD bank from the overseas remitting bank. Request this as soon as the money arrives; it can take a week or more.
• Certificate from a practising company secretary confirming that the allotment complies with the Companies Act and FEMA, that the sectoral cap has been observed and that the company is eligible to issue the shares.
• Valuation report from a chartered accountant, SEBI-registered merchant banker or cost accountant, showing the fair value of the shares under an internationally accepted pricing method, so that the issue price is not below fair value.
• Board resolution approving the allotment and, where applicable, the shareholders' resolution for a private placement or rights issue.
• Copy of the FDI-linked approval if the sector is under the government route.
• Declaration by the authorised representative of the Indian company in the format prescribed by the RBI.
• A reconciliation showing the amount remitted, the shares allotted, the issue price and any pending amount, if the remittance is used across more than one allotment.

Step 3: File the form

1. 1

   Open the Single Master Form: Log in as business user, choose FC-GPR, and select the Entity Master already created for the company.

2. 2

   Enter the investor details: Name, country, address and constitution of the foreign investor, and whether the investment comes through a foreign portfolio or FDI route.

3. 3

   Enter the issue details: Date of allotment, type of security, number of shares, face value, issue price per share, total amount and the conversion rate used. The amount in rupees must match the FIRC.

4. 4

   Attach the documents: Upload each document as a separate PDF within the size limit. Name the files clearly so the AD bank reviewer can find them.

5. 5

   Submit and track: After submission the status shows as pending with the AD bank. The bank may raise a query, which you answer on the portal. Once the bank approves, the RBI acknowledges and you can download the acknowledgement for your records.

Late submission fee

If the form is filed after 30 days, the RBI treats it as a delayed reporting. Under current rules a late submission fee can be paid to regularise the delay without a formal compounding application. The fee is a fixed amount for each year or part of a year of delay, scaled by the amount involved, and is capped. Delays beyond the period covered by the late submission fee scheme, or cases where the company does not pay the fee, go to compounding, where the RBI can impose a larger penalty. Always check the current scheme before assuming the filing can simply be regularised.

Common rejection reasons

• Amount mismatch: the rupee amount in the form differs from the FIRC because a different exchange rate was used. Use the rate on the FIRC.
• Missing KYC: the remitter KYC is not attached or names a different remitter than the investor on the form.
• Wrong AD bank branch: the business user is mapped to a branch other than the one that issued the FIRC.
• Defective CS certificate: the certificate omits a required confirmation or is not signed by a practising company secretary with membership number.
• Valuation issues: shares issued below fair value, or a valuation report dated after the allotment.
• Entity Master not updated: the pre-investment shareholding in the Entity Master does not match the company's register of members.
• Pending earlier filings: an earlier allotment was never reported, so the shareholding does not reconcile.

After FC-GPR

FC-GPR is the start of a recurring reporting cycle, not the end of it. The company must file the annual Foreign Liabilities and Assets (FLA) return with the RBI each year, report any transfer of shares between a resident and a non-resident in Form FC-TRS, and, if it later pays dividends or buys back shares, route those through the AD bank with the right tax certificates. Fastlegal's FEMA compliance service covers the full set so that each filing reconciles with the last.

This guide is general information under rules current at the date shown, not professional advice for your situation. Rules, due dates and fees change by notification.