FC-GPR vs FC-TRS: Differences and Filing Deadlines

If you are a foreign founder or investor putting money into an Indian company, at some point your Indian entity or its Indian shareholders will need to report that transaction to the Reserve Bank of India. Two forms handle almost every scenario: FC-GPR and FC-TRS. They look similar, they are filed on the same portal, and founders regularly confuse them, but they report two completely different events.

FC-GPR vs FC-TRS: The Difference in One Table

In short: FC-GPR reports the fresh issue of capital instruments by an Indian company to a person resident outside India, and is generally due within [30 days, to verify] of the date of allotment. FC-TRS reports the transfer of existing capital instruments between a resident and a non resident (in either direction), and is generally due within [60 days, to verify] of the date of transfer or receipt of funds, whichever is relevant.

The table below sets out the full comparison.

Purpose and Trigger of Each Form

FC-GPR exists because the RBI needs a record every time an Indian company creates new capital instruments and hands them to someone outside India. This is fresh capital coming into the company, whether through a primary round, a rights issue open to non resident shareholders, or the exercise of convertible instruments. FC-TRS exists for a different reason. No new capital instruments are being created. An existing shareholder is simply selling, gifting, or otherwise transferring instruments they already hold, and the ownership is moving across the resident and non resident line in either direction. The distinction that matters is simple: is the company issuing something new, or is an existing holder handing over what they already own.

Deadlines: 30 Days Versus 60 Days

The two forms run on different clocks, and mixing them up is one of the most common compliance slips foreign investors make. Under current FEMA regulations, FC-GPR is generally expected to be filed within [30 days, to verify] of the date the capital instruments are allotted, since this is treated as a time sensitive corporate action. FC-TRS carries a longer window, generally [60 days, to verify] from the date of transfer or the date funds are received, whichever the current framework treats as relevant. Founders should treat both timelines as the current default position and always verify the exact number of days applicable at the time of filing, since RBI reporting timelines are amended from time to time.

Who Files and Where

Both forms are submitted electronically through the FIRMS portal, which is the RBI's single window for reporting foreign investment transactions. For FC-GPR, the responsibility sits with the Indian investee company, typically through its company secretary or an authorised signatory, since the company is the one issuing the instruments. For FC-TRS, the filing responsibility generally sits with the resident party to the transaction, though in practice the Indian company or its FEMA compliance services provider often coordinates the filing on behalf of both the resident and the non resident party. Getting the filer identity right matters because an incorrectly attributed filing can be treated as defective and sent back for correction.

When FC-GPR Applies

Fresh Allotment of Capital Instruments

FC-GPR applies whenever an Indian company allots capital instruments, equity shares, compulsorily convertible preference shares, or compulsorily convertible debentures, to a person resident outside India. This covers a foreign investor's first subscription into a newly incorporated Indian Private Limited Company, a follow on funding round where an existing foreign shareholder subscribes to more shares, and rights issues or bonus issues where non resident shareholders participate. It does not cover situations where no new instrument is being created, such as one shareholder simply buying shares from another shareholder.

The 30 Day Clock

Once the board of the Indian company passes a resolution allotting shares to the foreign investor, the clock on FC-GPR starts running. Under current rules, the filing is generally expected within [30 days, to verify] of the date of allotment, and the company should have its valuation report, foreign inward remittance certificate, and know your customer documentation on the investor ready before that date, not after. Delayed FC-GPR filings can attract compounding proceedings and additional scrutiny, so companies planning a funding round should build the FC-GPR filing into the closing checklist rather than treating it as an afterthought.

When FC-TRS Applies

Transfers Between Residents and Non Residents

FC-TRS applies whenever existing capital instruments change hands between a resident and a non resident, in either direction. This includes a foreign investor buying shares from an existing Indian resident shareholder, a foreign investor selling their shares back to a resident (including in some cases a buyback by the promoters), and gift transfers of shares across the resident and non resident line where permitted under current regulations. Because no new instrument is created, the reporting logic is about capturing the change in beneficial ownership and residency status of the holder, not about tracking fresh capital inflow.

The 60 Day Clock

The FC-TRS timeline is generally longer than FC-GPR, reflecting the fact that share transfer transactions often involve negotiation, execution of a sale agreement, and staggered payment. Under current FEMA regulations, the filing is generally due within [60 days, to verify] of the date of transfer of shares or the date of receipt or remittance of funds, whichever is treated as the trigger under the applicable rule. As with FC-GPR, the valuation report needs to be in place before the transaction closes, since the transfer price itself is generally expected to be consistent with a fair value determined under the applicable FEMA valuation methodology.

Which Form Do You Need: A Decision Flow

Common Scenarios

A quick way to identify the right form is to ask whether the Indian company is issuing something new or whether an existing holder is transferring what they already own.

• A foreign venture capital fund subscribes to new preference shares in a fresh funding round: this is FC-GPR.
• A departing Indian co founder sells their shares to the foreign parent company: this is FC-TRS.
• An existing foreign shareholder exercises convertible debentures into equity shares: this is generally FC-GPR, since new instruments are being allotted.
• A non resident investor transfers shares to another non resident investor, with no resident party involved at all: this generally falls outside FC-TRS reporting since both parties are non resident, though other reporting obligations may still apply.
• A resident employee exercises stock options and later sells those shares to a foreign investor: the transfer stage is FC-TRS.

When a transaction does not fit cleanly into either bucket, for example complex structures involving swaps of shares for shares, it is worth getting specific advice on FC-GPR filing before assuming either form applies by default.

Can Both Apply to Same Investment

Yes. FC-GPR and FC-TRS report different events, and a single investment can generate both filings over its lifecycle. A foreign investor might first subscribe to fresh shares in a company (triggering FC-GPR at the time of allotment) and then, years later, sell those same shares to another investor, resident or non resident (triggering FC-TRS at the time of transfer). These are treated as two separate reportable events under current FEMA regulations, each with its own clock, and one filing does not substitute for the other.

Filing on the FIRMS Portal

Documents and Valuation

Both forms require a valuation certificate supporting the price at which shares were allotted or transferred, generally prepared by a Chartered Accountant, a merchant banker, or another category of valuer recognised under current FEMA rules depending on the nature of the transaction. Alongside the valuation report, expect to assemble the board resolution or transfer agreement, know your customer documentation on the non resident party, evidence of the money having moved (a foreign inward remittance certificate for FC-GPR, or bank realisation details for FC-TRS), and the company's existing FIRMS entity master details. Founders relying on external valuation reports for RBI filings should build in enough lead time, since valuation reports typically need to be dated close to the transaction and cannot simply be reused from an earlier round.

Common Rejection Reasons

Filings on the FIRMS portal are frequently sent back for avoidable reasons: a valuation date that does not align with the transaction date, mismatched investor details between the know your customer documents and the form, an entity master on FIRMS that has not been updated to reflect a company's current shareholding pattern, or a filing submitted after the applicable deadline without an accompanying request for condonation. Companies that treat FEMA compliance services as a one time exercise, rather than an ongoing discipline tied to every allotment and every share transfer, are the ones most likely to run into these rejections and the compounding process that can follow persistent delays.