Step wise process of Filing of FCGPR



Quick Summary
This guide outlines the step-by-step process for Indian companies to file Form FC-GPR when allotting shares to foreign nationals. It covers the initial setup of 'Entity Master' and 'Business User' accounts on the RBI's Single Master Form (SMF) portal, which are essential for submitting the form. The article then details the specific fields and attachments required for the FC-GPR form, including investor details, shareholding patterns, and necessary documentation like valuation certificates and FIRC.

SHORT SUMMARY

The Foreign Exchange Management Act, 1999 (FEMA), governs cross-border transactions in India, including foreign investments into Indian companies. When an Indian company allots shares to a foreign national (non-resident individual) through a Rights Issue or Private Placement, the transaction must comply with the regulatory framework laid down under FEMA and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 ("NDI Rules").

FCGPR Filing: Step-by-Step Guide for Indian Companies

This article details the applicable provisions, processes, and guidelines under FEMA, excluding the requirements under the Companies Act, 2013. As the process under Companies Act, 2013 has been shared in detail in separate Articles.

A. One-time preliminaries

Step

What you do

Why it matters

1. Create "Entity Master"

  • On the login page click "Registration form for New Entity User".
  • Complete the pop-up form: authorised signatory details, PAN, CIN/LLPIN, registered address, RBI Regional Office.
  • Upload the authority letter (board resolution) in PDF.
  • Submit - you receive a reference number; the RBI back-office activates the ID within 2-3 working days.

Populates the Entity Master database; without it, SMF forms cannot be opened.

2. Create "Business User" (BU)

  • After Entity Master approval, hit "Registration form for Business User".
  • Use the same authorised signatory or add additional finance/CS staff; one BU per PAN.
  • Attach the same authorisation and KYC proof.
  • Your AD-bank (not RBI) vets & approves the BU; status e-mail goes to the user.

Only a Business User can access the Single Master Form (SMF) workspace and file FC-GPR/other returns.

3. Keep the digital toolkit ready

  • Valuation certificate (PDF)
  • FIRC(s) & AD-bank KYC report(s)
  • Board/shareholder resolutions
  • List of allottees (Excel→PDF)
  • Govt-approval/FIFP letter (if any)

Every attachment must be PDF ≤ 5 MB; have clear filenames-FIRMS rejects files with commas or special characters.

 

B. Filing Form FC-GPR in the Single Master Form (SMF)

 

Portal action

Field-by-field guidance

Pro-tips

1

Log-in → SMF workspace → "Add Return" → choose FC-GPR

System auto-pulls entity CIN & name.

Use the same browser session until submission-FIRMS times out at 15 minutes of inactivity.

2

Common Details tab

  • Transaction date = date of allotment (not remittance).
  • "Nature of issue" - fresh issue / rights / bonus / conversion.
  • Automatic vs Government route and approval No./date.

Rights issues: choose "Rights"; Private placements: choose "Preferential/Private".

3

Issue Details tab

  • Security type (equity/CCPS/CCD).
  • Face value, issue price, premium.
  • Number of instruments.

Round figures to two decimals; FIRMS rejects more.

4

Foreign Investor Details tab

For each subscriber: name, country, address, constitution (individual/company), existing shareholding, post-issue shareholding.

Use "+Add row" for multiple investors; copy-paste works from Excel.

5

Amount of Issue / Remittance tab

  • Currency in which funds were received.
  • Amount, conversion rate, INR equivalent.
  • FIRC & KYC reference numbers.

If multiple remittances, list each FIRC separately.

6

Shareholding Pattern tab

Auto-computes resident vs non-resident % before and after allotment-verify matches your cap-table.

Mismatched totals are the single biggest cause of AD-bank query.

7

Attachments

Upload-

  • Valuation certificate (Rule 6/7 basis).
  • FIRC(s).
  • KYC report(s).
  • List of allottees.
  • Board resolution & explanatory note.
  • Govt-approval letter (if any).

Merge multi-page docs into one PDF each; use OCR to keep file size small.

8

Declaration & digital sign

Tick the declarations; affix DSC (Class-III) or use e-sign (Aadhaar-based).

The signer must be the registered Business User; ensure DSC token drivers are updated.

9

Submit to AD-Bank

Status shows "Pending at AD-Bank". Your AD scrutinises raise e-queries; respond via "Resubmit".Once satisfied, AD-bank forwards to RBI; The portal status becomes "Approved by RBI".

Track daily; the 30-day FC-GPR clock stops once the initial submission is logged, not during query loops.

10

Download acknowledgement

After RBI approval, download the auto-generated PDF acknowledgement and file it in your FEMA binder.

Auditors & future investors invariably ask for this proof.

 

Troubleshooting & best-practice checklist

1. Entity/Business user mismatch?

Delete old cookies, re-log; use the same PAN and e-mail ID as in registration.

2. "Record already exists" error?

The CIN may already be in Entity Master-write to fdi@rbi.org.in with screenshots.

3. Size-limit failures?

Compress PDFs under 3 MB, avoid scan resolutions above 150 dpi.

4. Late submission?

Pay Late Submission Fee (LSF) through your AD-bank's AS-GEE portal; upload a challan copy in the query reply.

5. Press Note 3 investors

The portal will not accept FC-GPR until you input the FIFP approval number-keep that letter handy.

FAQ :

Form FC-GPR is a regulatory filing required under the Foreign Exchange Management Act (FEMA) when an Indian company allots shares to a foreign national through a Rights Issue or Private Placement.

Before filing, you must create an 'Entity Master' account on the RBI portal, which requires details like PAN, CIN, and an authority letter. Following this, a 'Business User' account needs to be created and approved by your AD-bank, allowing access to the Single Master Form (SMF) workspace.

Essential documents include a valuation certificate, FIRC(s), AD-bank KYC report(s), board/shareholder resolutions, a list of allottees, and any government approval letters. All attachments must be in PDF format, under 5MB, and have clear filenames.

The FC-GPR form is filed through the Single Master Form (SMF) portal and submitted to your Authorised Dealer (AD) bank. The AD bank scrutinises the form and, if satisfied, forwards it to the RBI for final approval. You can track the status on the portal.

If there are errors, your AD bank will raise queries, and you can respond by 'Resubmitting' the form. For late submissions, a Late Submission Fee (LSF) must be paid through your AD-bank's AS-GEE portal, and a copy of the challan uploaded.




About the Author

Practicing Compnay Secretary

CAREER PROFILE He is a Fellow Member of the Institute of Companies Secretaries of India having intense expertise in Corporate Law for the last 8 years. He is a young and progressive Practicing Company Secretary with zeal to dig deep into the nuances of Corporate Laws. Being a researcher at heart, he has done ... Read more

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