Quick answer
What does FEMA compliance cover for a company?
FEMA compliance covers reporting foreign investment received (FC-GPR within 30 days of issue, FC-TRS within 60 days of a transfer), overseas investment made (Form FC before the first remittance, APR by 31 December), the annual FLA return by 15 July and annual activity certificates for liaison and branch offices. Delays are regularised with a late submission fee.
- FDI: FC-GPR in 30 days, FC-TRS in 60 days
- ODI: Form FC for a UIN before investing
- APR for each foreign entity by 31 December
- FLA return on FLAIR by 15 July
What is FEMA compliance and who needs it?
FEMA compliance means reporting every capital account transaction with a person outside India to RBI, through your authorised dealer (AD) bank, on time and in the prescribed form. You need it if your company has a foreign shareholder, you invest in a company abroad, or a foreign parent runs an office in India.
Typical Delhi cases:
- A start-up in Okhla or Gurgaon that raised money from a Singapore or US fund.
- A family business setting up a trading company in Dubai or a holding company in the UK.
- An NRI founder holding shares in an Indian private company.
- A foreign company with a liaison office or an Indian subsidiary; see foreign company registration in India.
- A resident individual buying shares of a listed or unlisted company abroad.
The rules sit in the FEMA Act, the Non-Debt Instruments Rules 2019, the Overseas Investment Rules and Regulations 2022, and RBI's master directions, which RBI updated in 2026.
What is FDI compliance and which forms apply?
FDI compliance is the inward side: an Indian company or LLP that receives money from a non-resident for shares or capital contribution reports it to RBI on the FIRMS portal. Each event has its own form and clock under the reporting regulations, FEMA 395/2019-RB.
| Event in your company | Form | Deadline |
|---|---|---|
| Fresh shares, CCPS or CCDs issued to a foreign investor | FC-GPR | 30 days from the date of issue |
| Existing shares sold between a resident and a non-resident | FC-TRS | 60 days from transfer or receipt of funds, whichever is earlier |
| Foreign partner brings capital into an LLP | LLP(I) | 30 days from receiving the money |
| Foreign partner's LLP stake transferred or disinvested | LLP(II) | 60 days from receiving the money |
| ESOPs or sweat equity issued to non-resident employees | ESOP | 30 days from issue |
| Outstanding FDI or ODI on 31 March | FLA return | By 15 July every year |
Sources: regulation 4 of FEMA 395/2019-RB and the RBI FLA FAQ. Checked 10 November 2026. Step by step help for the share issue form is on our FC-GPR filing page.
Need help with FEMA compliance? Talk to a chartered accountant in Delhi today. First call is free.
What is ODI compliance for Indian investors going abroad?
ODI compliance is the outward side, under the Overseas Investment Rules and Regulations 2022: you route every transaction through one designated AD bank, file Form FC to get a Unique Identification Number on or before the first investment, file an Annual Performance Report for each foreign entity by 31 December, and report disinvestment or restructuring within 30 days.
| Event | Report | Deadline |
|---|---|---|
| First investment or financial commitment in a foreign entity | Form FC to AD bank for a UIN | On or before the initial ODI; at the time of remittance or commitment, whichever is earlier |
| Every year while the investment lasts | Annual Performance Report (APR) | By 31 December for each foreign entity |
| Sale, transfer or winding up of the foreign stake | Disinvestment reporting | Within 30 days of receiving the proceeds |
| Restructuring of the foreign entity | Restructuring reporting | Within 30 days of the restructuring |
| Outstanding ODI on 31 March | FLA return | By 15 July |
Sources: regulation 10 of the FEMA (Overseas Investment) Regulations 2022 and RBI's Master Direction on Overseas Investment (updated 1 April 2026). Checked 10 November 2026.
Who certifies the APR and what else does ODI need?
The APR is based on the foreign entity's accounts, and where statutory audit does not apply to it (including investments by resident individuals), RBI's master direction says the APR must be certified by a chartered accountant. All ODI transactions must also run through one designated AD bank.
Plan the APR around the foreign entity's year end: if its accounts close on 31 December, the APR for that year is due by 31 December of the following year. Remittances for the investment need income-tax paperwork too, explained on our Form 15CA and 15CB page, and dealings between the Indian investor and its overseas entity may fall under transfer pricing.
What happens if a FEMA filing is late?
A late FEMA filing can be regularised within three years of the due date by paying a late submission fee through the AD bank. Until an ODI delay is regularised, the bank will not process further remittances or financial commitments towards the foreign entity. Beyond three years, the compounding route applies.
| Return type | Fee |
|---|---|
| FDI transaction forms (FC-GPR, FC-TRS and similar) | ₹7,500 + 0.025% of the amount involved for each year of delay, capped at the amount involved |
| ODI transactional returns (Form FC, Form ODI Part I and Part III) | ₹7,500 + 0.025% x amount x years of delay, capped at 100% of the amount |
| ODI periodic returns (APR, Form ODI Part II, FLA, Form OPI) | Flat ₹7,500 |
| Window to use LSF | Up to 3 years from the due date |
| Neither filed nor LSF paid | Liable to penal action under FEMA |
Sources: RBI circular RBI/2022-23/122 and paragraph 18 of the ODI Master Direction. Checked 10 November 2026.
How is the FLA return filed on FLAIR?
The FLA return is filed online on RBI's FLAIR portal (flair.rbi.org.in) by 15 July each year by every company, LLP and other covered entity that holds outstanding FDI or ODI at the end of March. If audited accounts are not ready, unaudited figures can be used, and a later revision needs RBI approval through the portal.
RBI's FAQ is clear that missing the date is a FEMA contravention and a penalty can follow. No balance sheet is attached; the return itself carries the figures. Register the entity on FLAIR well before July, because new registrations get login details by email to the authorised person.
What documents do we need for a FEMA compliance review?
For a review or a catch-up of missed filings, send the bank and company records that show every cross-border investment since the company was formed. We match each transaction with the form that should have been filed and its date.
| For | Documents |
|---|---|
| Inward investment | FIRCs and KYC from the bank, allotment resolutions, PAS-3, share transfer deeds, valuation reports, FIRMS acknowledgements |
| Overseas investment | Form FC acknowledgements and UIN, remittance advices, foreign entity accounts, past APRs |
| Liaison or branch office | RBI or AD bank approval letter, UIN, past annual activity certificates, FC-1, FC-3, FC-4 |
| Every entity | Last three years' audited accounts, shareholding register, FLA acknowledgements |
Your AD bank may ask for additional papers before it forwards a late filing.
How does a FEMA compliance check work: step by step
Most of our FEMA work starts as a health check, then moves to filing what is due and setting a calendar so nothing is missed again.
- 1
Map transactions
List every inward and outward investment, transfer and office approval from bank and company records.
- 2
Match to forms
Mark the form, due date and filing status for each event, including annual FLA and APR history.
- 3
Work out late fees
Calculate the late submission fee for each delayed item and flag anything past three years for compounding.
- 4
Prepare and file
Prepare forms on FIRMS, through the AD bank for ODI, or on FLAIR, with supporting certificates.
- 5
Set the calendar
Give you a dated list of next year's FEMA, ROC and tax deadlines.
How does CA in Delhi handle FEMA compliance?
Send us your cap table, bank remittance records and any overseas holdings. We review what is due, tell you what is late and give you a fixed quote before work starts. You get back filed forms, acknowledgements, the late fee workings where needed, and a compliance calendar.
Greenwolf Advisors handles cross-border structuring across India, UAE, UK, GCC and GIFT City, offshore tax strategy and regulatory filings, with partner offices in Dubai, Singapore and Hong Kong, so FDI and ODI reporting sits with that team. Certificates that must be signed by a chartered accountant, such as a pricing certificate or an APR certificate, are issued by a chartered accountant you engage; see valuation certificate.
Our office is next to the metro at Netaji Subhash Place. NRIs abroad can do everything online; our CA near me page explains how we take enquiries from outside Delhi. Call or WhatsApp +91 99114 92897.
Frequently asked questions
What are the main FEMA compliance due dates in 2026?
FC-GPR within 30 days of issuing shares to a foreign investor, FC-TRS within 60 days of a transfer, the FLA return by 15 July, and the APR for each overseas entity by 31 December. Form FC is filed before the first overseas investment.
What is ODI compliance?
ODI compliance is reporting investment by an Indian resident in a foreign entity under the Overseas Investment Rules and Regulations 2022. It covers Form FC for a UIN, the annual performance report by 31 December, disinvestment and restructuring reports within 30 days, and the FLA return.
What is FDI compliance?
FDI compliance is reporting foreign investment received by an Indian company or LLP: FC-GPR for new shares, FC-TRS for transfers, LLP(I) and LLP(II) for LLPs, plus pricing at fair value and the annual FLA return. Most forms are filed on RBI's FIRMS portal.
Is the FLA return needed if there was no new investment this year?
Yes. RBI's FAQ says entities with outstanding FDI or ODI at the end of March must file, whether or not there was fresh investment during the year. A company that received FDI years ago still files every year by 15 July.
What is the late fee for a delayed APR?
For periodic ODI returns such as the APR, RBI's master direction sets a flat late submission fee of ₹7,500, payable within three years of the due date. Until the delay is regularised, the AD bank will not process further investment in that foreign entity.
Does a resident individual investing abroad need FEMA reporting?
Yes, an individual making overseas direct investment goes through a designated AD bank and files the reports for that investment, including the APR. Where the foreign entity has no statutory audit, the APR is certified by a chartered accountant.
What if a FEMA filing is more than three years late?
The late submission fee route is available only up to three years from the due date. After that, the contravention is generally regularised through compounding with RBI. Talk to us before approaching the bank so the facts are set out properly.
Do NRIs who invest in Indian companies have FEMA filings?
The Indian company files FC-GPR when it issues shares to an NRI on a repatriable basis, and FC-TRS applies when an NRI buys from a resident. The NRI's own Indian income tax is separate; see our NRI tax services page.
Are the FEMA foreign investment rules changing in 2026?
RBI released draft Foreign Exchange Management (Foreign Investment) Rules, 2026 for public comment in July 2026. Until a final version is notified, the Non-Debt Instruments Rules 2019 continue to apply, and we file on the rules in force on the filing date.