FC-GPR: Report share issue — within 30 days

An Indian company that takes foreign money for shares runs two deadlines, and they start on different days. The first starts when the money arrives: the shares must be issued within 60 days of receipt, or the money goes back. The second starts when the shares are issued: the issue is reported in Form FC-GPR within 30 days of that date. Mixing the two up is where most mistakes begin.

The issue-or-refund rule is in Schedule I, paragraph A(2) and A(3), of the instructions under Regulation 3.1 of the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (FEMA 395/2019-RB). The reporting duty is in Regulation 4(1) of the same regulations, which applies where the issue is reckoned as foreign direct investment.

The two clocks

Clock 1 — issue or refund, from receipt of money. Equity instruments must be issued to the non-resident investor within sixty days from the date the consideration is received. For partly paid shares, the 60 days run from receipt of each call payment. If the shares are not issued within those 60 days, the money must be refunded to the investor through banking channels, or credited to the investor's eligible repatriable account, within fifteen days after the 60 days end (FEMA 395/2019-RB, Regulation 3.1, Schedule I, para A(2)–(3)).

Clock 2 — FC-GPR, from date of issue. The Indian company reports the issue in Form FC-GPR not later than thirty days from the date of issue of the equity instruments (FEMA 395/2019-RB, Regulation 4(1)). Under the RBI's reporting directions, FC-GPR is filed in the Single Master Form (RBI Master Direction No. 18/2015-16, Reporting under FEMA, Part IV, para A.1(b)(i)).

There is no third clock for the money itself. Regulation 4 lists the forms that must be filed for investment in India, and, for a company, none of them is a report of the inward remittance on its own; the AD bank reports the inflow in its own R-returns (RBI Master Direction No. 18/2015-16, Part IV, para A.1(a)(i)). The old Advance Remittance Form, which once had to be filed within 30 days of receipt, was deleted with effect from 1 September 2018 (RBI Master Direction No. 18/2015-16, Part IV, footnote 20). The remittance still matters: keep its evidence with the FC-GPR papers (the AD bank may ask for it), and its date starts Clock 1. The company just doesn't report it separately.

So counting 30 days from receipt doesn't make an FC-GPR late. It points the diary at the wrong event. The real risks are missing the 60-day issue deadline, which is a substantive breach, and losing track of the 30 days after issue.

Where the Companies Act fits in

The FEMA clocks sit on top of a company-law allotment, and the company-law route depends on who is subscribing.

• New investor, issue by private placement. An issue to someone who is not an existing shareholder is made under Section 62(1)(c) of the Companies Act, 2013 (special resolution, price backed by a registered valuer's report). Section 62(1)(c) applies subject to Chapter III, so the offer follows the private placement procedure in Section 42. Section 42(6) has its own rule: allot within sixty days of receiving the application money, or repay within fifteen days after that. In a private placement to a non-resident, the company-law and FEMA 60-day windows both run from receipt.
• Existing non-resident shareholder, rights issue. An offer to existing equity holders in proportion to their holdings is a rights issue under Section 62(1)(a) of the Companies Act, 2013, not a private placement, so Section 42 does not apply. FC-GPR is still required for rights shares issued to a person resident outside India (RBI Master Direction No. 18/2015-16, Part IV, para A.1(b)(ii)(a)). The FEMA 60-day issue-or-refund rule still applies to any money received for the shares.

Check your position first

Gather these inputs before computing either deadline.

Residency is not nationality

FEMA residency, nationality and income-tax residence are three separate tests, and the reporting duty turns on the first. A foreign passport holder living in India, an Indian citizen settled abroad, and a foreign company investing from Singapore each need their own residency finding before you get to the reporting question.

Get this wrong and the company either reports a domestic issue as foreign investment or, worse, treats a reportable foreign issue as domestic and files nothing.

Do it in order

• Test residency first. Settle each investor's FEMA residency status before treating the issue as reportable.
• Test route and instrument. Check automatic-route eligibility, sector caps and pricing for the instrument. An issue that isn't permitted can't be cured by reporting it.
• Diary Clock 1 when the money lands. Record the receipt date and the 60th day after it. If the issue may slip, plan the refund within fifteen days after the 60th day (FEMA 395/2019-RB, Schedule I, para A(3)).
• Issue the shares inside the window. Use the route that fits the investor: private placement under Sections 42 and 62(1)(c), or rights issue under Section 62(1)(a).
• Diary Clock 2 on the issue date. Thirty days from issue is the FC-GPR deadline (FEMA 395/2019-RB, Regulation 4(1)).
• Assemble the supporting documents. This means the inward remittance evidence and KYC. Where shares are issued to someone other than the person who sent the money, FC-GPR must also carry KYC reports on both the remitter and the beneficial owner, the remitter's NOC, a letter from the beneficial owner, and the agreement or board resolution (RBI Master Direction No. 18/2015-16, Part IV, para A.1(b)(iv)).
• File FC-GPR within 30 days of issue through the AD Category-I bank, and keep the acknowledgement with the allotment papers. Reporting under these regulations is made through or by an Authorised Dealer bank unless stated otherwise (FEMA 395/2019-RB, Regulation 4, second proviso).
• Track AD bank queries to closure. A filing with open queries isn't finished. Answer with evidence until the bank confirms acceptance.

Worked example: ₹50 lakh received 1 June, issued 20 June

An Indian private company receives ₹50 lakh from a new Singapore investor on 1 June 2026. On 20 June 2026 it allots 50,000 equity shares of ₹10 face value at a ₹90 premium (₹100 per share), by private placement under Sections 42 and 62(1)(c) of the Companies Act, 2013.

We count from the day after the trigger date. If you are unsure, file earlier.

Suppose a team diaries "30 days from 1 June" and files on 1 July. That filing is 19 days early, not late, because the due date is 20 July. Counting from receipt cost nothing here because the issue came quickly. Now suppose the same team takes the money on 1 June but doesn't allot until 10 August. The FC-GPR may well go in within 30 days of 10 August, but the issue itself breached the 60-day rule. That breach is not a reporting delay, and filing on time doesn't fix it.

Pricing before reporting

Reporting a mispriced issue records the breach; it doesn't fix it. Test the price against the rule for the instrument and the type of issue before allotting, and keep the valuer's basis on file.

• Fresh issue by an unlisted company: the price to a non-resident can't be below a valuation done on an arm's length basis using any internationally accepted pricing method, certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant (Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Rule 21(2)(a)(ii)).
• Rights issue by an unlisted company: the price to non-residents can't be lower than the price offered to residents, and the offer must comply with the Companies Act, 2013 (Non-debt Instruments Rules, 2019, Rule 7(1)(a) and (e)).

A company-law valuation alone doesn't answer the foreign-investment pricing question.

If you miss it

Late reporting attracts a late submission fee (FEMA 395/2019-RB, Regulation 5). Paying it is an option for regularising a reporting delay without going through compounding (RBI Master Direction No. 18/2015-16, Part IV, para B(a)(ii)). The fee covers reporting delays only. Not issuing shares, or issuing them late, and other breaches of the NDI Rules and FEMA 395 are dealt with under Sections 13 and 15 of the Foreign Exchange Management Act, 1999 (Master Direction No. 18, Part IV, para B(d)). Penalties under Section 13 are imposed by Adjudicating Authorities appointed under Section 16 of the Act.

Work out which breach you have before fixing it:

• Shares issued within 60 days, FC-GPR filed late: a reporting delay. The late submission fee route is open.
• Shares issued after 60 days, or money held past the refund window: a breach of Schedule I, para A(2)–(3), handled under Sections 13 and 15. Filing FC-GPR on time doesn't change that.
• Instrument, route or price not permitted: a substantive breach, however quickly it was reported.

FAQ

Does the 30 days run from receipt or from issue?

From issue, meaning the date of allotment (FEMA 395/2019-RB, Regulation 4(1)). Receipt starts a different clock: the 60 days within which the shares must be issued or the money refunded (Schedule I, para A(2)–(3)).

Is there still a separate report for the money received?

No. Regulation 4 lists no form for reporting the remittance alone, and the Advance Remittance Form was deleted from 1 September 2018 (RBI Master Direction No. 18/2015-16, Part IV). Keep the remittance evidence with the FC-GPR papers; the AD bank may ask for it.

Does PAS-3 filing satisfy FC-GPR?

No. PAS-3 reports the allotment to the Registrar under company law. FC-GPR reports the issue to the Reserve Bank through the AD bank. One allotment, two filings.

Do rights shares to an existing foreign shareholder need FC-GPR?

Yes. Rights shares issued to a person resident outside India need FC-GPR (RBI Master Direction No. 18/2015-16, Part IV, para A.1(b)(ii)(a)). On the company-law side the offer is made under Section 62(1)(a), not as a private placement.

Who files, the company or the investor?

The Indian company that issues the shares (FEMA 395/2019-RB, Regulation 4(1)), working through its AD Category-I bank.

What if the investor is an NRI?

Test FEMA residency on the facts. NRI status under one law doesn't decide residence under another, and only the FEMA answer tells you whether FC-GPR applies. Keep the residency conclusion with the allotment papers.

Does paying the late fee cure everything?

No. It covers the reporting delay only. A late issue, a missed refund, the wrong price or an issue outside the permitted route are tested separately, whenever the form was filed.

Sources

• Foreign Exchange Management Act, 1999, Sections 13, 15 and 16 (penalties; compounding; adjudication)
• Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (FEMA 395/2019-RB), Regulation 3.1 with Schedule I para A(2)–(3), Regulations 4(1) and 5
• Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Rules 7(1) and 21(2)(a)(ii)
• RBI Master Direction No. 18/2015-16, Reporting under FEMA, 1999, Part IV (FC-GPR; supporting documents; deletion of ARF; late submission fee)
• Companies Act, 2013, Sections 42 and 62(1)(a) and (c)
• The company's allotment resolution, valuation report, remittance and KYC evidence, and FC-GPR acknowledgement

What to send for a review

Send the receipt and issue dates, the allotment resolution, the issue route (private placement or rights), the instrument and investor residency facts, the valuation basis, and the remittance and KYC evidence. The review returns your FC-GPR document pack with a dated card showing both deadlines.