The FEMA and FC-GPR compliance checklist
FEMA rarely stops a business today. It stops a raise tomorrow, when a clean file is exactly what the incoming investor is checking for. This is the list we run before and after foreign money enters an Indian company. The reasoning is in FDI automatic vs approval route.
Work through it in order. Checks one to three happen before you accept the money; four to seven keep the position clean afterwards.
Confirm the route
Automatic or approval, decided by sector and investor.
- Is your sector automatic-route up to its cap, or does it need prior approval?
- Are you within the sectoral cap for foreign holding?
- Detail: FDI automatic vs approval route.
Check beneficial ownership
Where the money is really from can change the route.
- Is the investor, or its beneficial owner, from a country sharing a land border with India?
- If so, Press Note 3 means prior government approval, not the automatic route.
- Document the source of funds before you accept the cheque.
Price it correctly
A foreign investor cannot simply be issued cheap shares.
- Is the issue price at or above fair value, on an accepted valuation methodology?
- Do you have the valuation report to support it?
- Are any exit or buyback terms within the pricing rules?
File FC-GPR on time
The report that regularises the share issue.
- File Form FC-GPR on the FIRMS portal within the window after allotment.
- Have the KYC, valuation and board and shareholder approvals ready to attach.
- A missed window becomes a compounding matter later.
File the FLA return
The annual return founders forget.
- File the Foreign Liabilities and Assets return each year if you have foreign investment.
- Diarise the annual deadline so it is not missed quietly, year after year.
Keep the other filings current
FEMA sits alongside your company-law calendar.
- Downstream investment, transfers and buybacks each have their own filings.
- Keep a single register of what was filed, when, and what is next.
- See the India compliance calendar for the statutory dates.
Stay diligence-clean
FEMA gaps do not bite today; they bite at the raise.
- Could you produce a clean FEMA file if an investor asked tomorrow?
- Are past rounds documented, priced and filed, not just wired?
- Fix gaps now, while they are cheap, not during a live round.
Treat every foreign rupee as a filing, not just a wire. The route, the pricing and the filings are what turn an investment into a compliant one, and none of them are visible until diligence, when they are expensive to fix. A FEMA-clean company is not the one that never took foreign money; it is the one that documented every time it did.
Taking foreign money into an Indian company?
Send us the investor and the sector, and we will confirm the route, the pricing and the filings, so the round is FEMA-clean before it reaches diligence.
Want this as a PDF in your inbox?
Email us and we will send the current version, and the updated one each time the law moves. Or print the page: it is built for paper.
This checklist is general information for founders, not legal or tax advice for your specific investment. FEMA rules, sectoral caps, Press Note 3 and the filing windows change; confirm every point against current law before relying on it. Have the FEMA position reviewed before you accept foreign money.
Prepared by Infinilex Consultancy · infinilex.io · Verified as of 3 July 2026. Printed copies date; check infinilex.io/resources/ for the current version.