Filing Form FC-GPR (Foreign Collaboration – General Permission Route) is a mandatory compliance requirement under the Foreign Exchange Management Act (FEMA) for reporting the issue of shares or other eligible securities by an Indian company to a foreign investor. Below is a comprehensive guide:

What is Form FC-GPR?

Form FC-GPR is filed to report the issue of:

1. Equity shares.
2. Convertible preference shares.
3. Convertible debentures.

It must be submitted to the Reserve Bank of India (RBI) through the Foreign Investment Reporting and Management System (FIRMS).

When to File Form FC-GPR?

• Timeline: Within 30 days of allotment of shares or convertible instruments to foreign investors.

Who Needs to File?

Indian companies issuing shares or convertible securities to:

1. Non-resident investors (including NRIs).
2. Foreign entities.

Steps to File Form FC-GPR

1. Register on FIRMS Portal:
   • Access the FIRMS portal: https://firms.rbi.org.in.
   • Log in or create a new account.
   • Link your account with the Entity Master for the respective company.
2. Gather Required Documents:
   • Certificate of Incorporation of the company.
   • Board Resolution approving the allotment of shares.
   • FIRC (Foreign Inward Remittance Certificate) or KYC report issued by the AD Bank for remittances received.
   • Valuation Certificate:
     • Issued by a SEBI-registered Merchant Banker or a Chartered Accountant.
     • Certifies the fair value of shares as per internationally accepted pricing methodology.
   • CS Certificate: Certifying compliance with Companies Act and FEMA.
   • Copy of the agreement or any supporting documents related to the issuance of shares.
3. Fill Form FC-GPR:
   • Log in to the FIRMS portal and select Single Master Form (SMF).
   • Choose Form FC-GPR from the options.
   • Complete the details:
     • Entity details (e.g., CIN, name, address).
     • Investment details (e.g., investor information, share class, pricing, and amount).
     • Issue details (e.g., date of issue, type of instrument, and value).
   • Upload all required documents in the prescribed format (PDF files).
4. Submit to the AD Bank:
   • Once the form is completed and submitted, it goes to the Authorized Dealer (AD) Bank for verification.
   • Address any queries raised by the bank.
5. Approval by RBI:
   • After AD Bank verification, the form is forwarded to the RBI for final approval.

Key Compliance Points

1. Valuation: The issue price must comply with the fair value as per international norms.
2. Sectoral Limits: Ensure the investment does not breach sectoral caps under FEMA regulations.
3. Timely Filing: File within 30 days to avoid penalties for non-compliance.

Consequences of Non-Compliance

1. Penalties under FEMA.
2. Hindered ability to receive future foreign investments.
3. Potential delays in share allotment and regulatory approvals.

Common Mistakes to Avoid

1. Incorrect or incomplete documentation.
2. Late filing beyond the 30-day timeline.
3. Non-compliance with sectoral caps and FEMA regulations.

Would you like assistance with preparing Form FC-GPR, gathering required documents, or resolving queries from the AD Bank?