FDI-reporting-to-RBI

FDI Reporting to RBI using Form FC-GPR

FDI Reporting to RBI using Form FC-GPR

Foreign Direct Investment of upto 100% is allowed into Indian Private Limited Company and Limited company for most of the sectors. The amount of FDI into India has increased manifold over the last few years due to a booming economy and welcoming environment for foreign investors. In this article, we look at the procedure for reporting FDI in a company to RBI.

Note: Refer to the Guide to Indian Private Limited Company for Foreigners for more information about starting a private limited company in India.

Process-for-reporting-FDI-to-RBI
Process for reporting FDI to RBI

FDI Inflow into the Company

An Indian company that is issuing shares or convertible debentures under FDI can receive the money for such shares or debentures through one of the following modes:

  1. Remittance through normal banking channels.
  2. Debit to NRE/FCNR account of a person concerned maintained with a Bank.
  3. Conversion of royalty/lump sum/ technical know-how fee due for payment or conversion of ECB shall be treated as consideration for issue of shares.
  4. Conversion of import payables/pre-incorporation expenses/share swap can be treated as consideration for the issue of shares with the approval of FIPB.
  5. Debit to non-interest bearing Escrow account in Indian Rupees in India which is opened with the approval from AD Category – I bank and is maintained with the AD Category I bank on behalf of residents and non-residents towards payment of share purchase consideration.

Reporting FDI Inflow into the Company

Within 30 days of receipt of share application money/amount of consideration from the foreign investor, the Indian company must report details of the FDI inflow to the Foreign Exchange Department, Reserve Bank of India. The report must be submitted to the Regional Office of the Reserve Bank of India under whose jurisdiction its Registered Office is located. File the form at this stage is the Advance Reporting Form, containing the following details :

  1. Name and address of the foreign investor(s);
  2. Date of receipt of funds and the Rupee equivalent;
  3. Name and address of the authorised dealer through whom the funds have been received;
  4. Details of the Government approval, if any; and
  5. KYC report (Identify and Address proof) on the non-resident investor from the overseas bank remitting the amount of consideration.

Issuing Shares of Indian Company to the Foreign Investor

The money received from the foreign investor for the purchase of shares in the Indian Company will be accounted for under share application money. The Indian Company issues the shares within 180 days from the date of inward remittance to the foreign investor, to avoid violation of the FEMA regulations.

FDI Reporting to RBI through Form FC-GPR

Within 30 days from the date of issue of shares, file the form FC-GPR with the RBI along with the following documents.

  • Certificate from the Company Secretary of the company accepting investment from a person resident outside India certifying that:
    • “The company has complied with the procedure for issue of shares as laid down under the FDI scheme as indicated in the Notification No. FEMA 20/2000-RB dated 3rd May 2000, as amended from time to time.”; AND
    • The investment by the Foreign Investor in the Company is within the sectoral cap/statutory ceiling permissible under the Automatic Route of the Reserve Bank and it fulfils all the conditions laid down for investments under the Automatic Route; OR
    • Shares in the company have been issued to the Foreign Investor in terms of SIA/FIPB approval number and date. Attach the copy of the Foreign Investment Promotion Board (FIPB).
  • Certificate from Statutory Auditors/ SEBI registered Merchant Banker / Chartered Accountant indicating the manner of arriving at the price of the shares issued to the persons resident outside India.

Download Form FC-GPR Format

Form FC-GPR and the Company Secretary / Chartered Accountant certificates must be submitted by the company to the Foreign Exchange Department, Reserve Bank of India.

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