FEMA

All you need to know about Form FC-GPR

When a company obtains FDI through capital investment, the Company allots shares to the foreign investor, and there is an essential requirement for reporting with RBI, and it has to be done in Form FC-GPR. This form is issued by the Reserve bank under the Foreign Exchange Management Act, 1999. In this article, we shall have a brief overview of this form.

Use of Form FC-GPR

It is a form (Foreign Currency-Gross Provisional Return) issued by the Reserve Bank when the company receives foreign investment, and against such investment, the company allots shares to the foreign investor then the company should file details of such allotment of shares with the RBI within 30 days, and for that, the company is required to use form FC-GPR to submit details with the Reserve Bank.

Details to be obtained before filing Form FC-GPR

In 30 days from date of issue of securities, the company is required to file this form with RBI, but before reporting transactions, the applicant should obtain the following details:

• Unique Identification Number from RBI by reporting Advance Foreign Remittance;
• KYC report;
• CS certificate;
• Certificate from SEBI registered Merchant banker/CA;
• Disclaimer certificate;
• Statutory auditor certificate;
• Board resolution;
• Copy of FIPB approval;
• NOC from the remitter for the shares allotted to the third party;
• Letter from the foreign investor laying down the reasons for making subscription to shares;
• Copy of agreement/board resolution; and
• Reason for delay in submission, if required.

It may be noted that the Reserve Bank or AD Bank can ask for any other document if needed.

When this form has to be filed?

This is to be filed in the below-mentioned cases:

• In case of incorporation, if shareholder is non-resident

The company is required to open a bank account after incorporation. Once the subscription money is received in the bank account, there is a need for reporting with RBI^[1] in this form.

Under FEMA, there is no timeline for bringing the subscription money in case of newly incorporated companies however, under the Companies Act, there is a mandatory need for the subscribers to bring in subscription money in 180 days time from the incorporation date. 

• Further issue of shares

Only the following securities are considered under FDI:

If the share application money is obtained, shares are required to be allotted in 60 days from the date of the receipt of application money. When the shares are allotted, reporting in Form FC-GPR should be done within 30 days.

How to file FC-GPR Form with the Reserve Bank?

This form can be filed with the Reserve Bank in the following manner:

Step 1- Registration for Business User

For registration as a business user, go to the FIRMS website and on the website open the registration or for new business user. Fill the form with details such as name, user name, e-mail address, phone number, address, etc.

 Step 2- Logging into FIRMS

In order to log into FIRMS, go to its website. Use the user name and password provided through the e-mail, the business user would be able to set a new password. By logging in to the FIRMS, the business user will reach his or her workspace.

Step 3- Logging into SMF (Single Master Form)

After completing the submission process, you will be able to login to firms into SMF and reach your workspace. Click on the left navigation button, where you will be able to see many options.

 Step 4- Select the return type

On single master form, click on return type where a lot of forms are shown. Select the Form FC-GPR and click on add new return. The user would be taken to this form, and certain details would be pre-filled while some have to be filled.

Step 5- Investment details

These details are common to all returns which can be reported in SMF. Fill up the common investment details like the shareholding pattern, date of issue of shares, etc.

Step 6- Issue details

Issue details like the date of issue, nature of issue, whether the change in the shareholding pattern due to his transaction being reported has already been accounted.

Step 7- Foreign Investment Details

Foreign investors details like the number of investors, general details such as name, country of residence.

 Step 8- Amount of Issue

In Form FC-GPR, the next step involves filling in the total amount of inflow and total amount for which the capital instruments have been issued.

Step 9- Particulars of Issue

The next step involves particulars of issue. There shall be auto-populated consolidated particulars of issue. Fair value of issue should be filed as per the valuation certificate issued by the authorized person with the attachment as valuation certificate. Finally, there shall be a declaration by the business user.

Step 10- Shareholding Pattern

The Business user shall make sure that the details are filed correctly so that the shareholding pattern, which is auto-populated is right.

Step 11- Submit the Form

Once all details are filed, click on save and submit the form.

What happens on not filing the Form FC-GPR with RBI?

Any delay in reporting beyond the permissible period shall attract penalty. The penalty is subject to a minimum of 5000 rupees and maximum of 5 lakh rupees per month or part thereof for first six months of delay and thereafter twice that rate.

Conclusion

By following the above-mentioned steps, you would be able to file Form FC-GPR with RBI without any hassle. Ensure filing the form before the due date. In case of any query related to the same, contact a professional.

Read our article:FC-GPR Compliance for Non-Resident Investments