The ODI regularisation checklist
Missed ODI filings have a priced, mechanical fix inside a three-year window, and a slower, discretionary one outside it. This is the sequence we run when a founder’s foreign shareholdings need their FEMA file rebuilt. Read the explainer first: LRS vs ODI.
Work through it in order. The inventory decides what was due; the fee matrix and the window decide the strategy; the bank sequence executes it; and the structure review catches the findings that fees cannot fix.
Map everything you hold abroad
Regularisation starts with an honest inventory, not a form. Most defaults hide in positions nobody thought of as investments.
- Every foreign shareholding, however acquired: LRS remittances, angel cheques, ESOP exercises, gifts, inheritances, and shares taken in a flip or swap. Record the date, amount, percentage then and now, and any control rights.
- Classify each position: unlisted foreign equity, or 10% or more of a listed entity, or a stake with control, is ODI; under 10% of a listed entity without control is OPI. The classification decides which filings were due, and it can change over time as stakes and rights change.
- Do the same for your Indian company if it has foreign subsidiaries: the entity-side framework runs in parallel with its own forms, and diligence teams read both files together.
List the filings that were due
The 2022 framework wants a short, specific trail for each ODI position. Reconstruct what should exist before touching what does.
- Form FC at the time of each financial commitment, filed through the authorised dealer bank, with the unique identification number (UIN) the bank obtains for the foreign entity. No UIN on file is a red flag that the investment itself may never have been reported.
- The Annual Performance Report, due by 31 December every year, for each foreign entity in which ODI is held, built from that entity’s financials. Positions below 10% without control and with no other financial commitment in the entity are exempt from the APR. Count the missed Decembers per entity that owed one; each is a separate delayed filing.
- Disinvestment and restructuring reporting for anything sold, written down or wound up. An exit does not close the file; it adds a filing to it.
Price the late submission fee
Delayed filings under the 2022 regime carry a published fee scale. Price the clean-up before anyone panics about it.
- Rs 7,500 per delayed Annual Performance Report or similar periodic return, as a flat fee.
- Rs 7,500 plus 0.025% of the amount involved per year of delay for delayed investment reporting such as Form FC, computed per return.
- Total it across every missed filing and year. For most founders the whole matrix costs less than the professional fees around it, which is exactly why the window in the next item matters.
Check the three-year window
The late submission fee route is time-limited, and the limit is the strategy.
- The LSF facility is available up to three years from the due date of the relevant filing. Anything inside that window can be regularised on payment, as a mechanical process.
- Defaults older than three years go to compounding under FEMA: an application to the RBI, discretionary, slower, and priced against the amount, duration and seriousness of the default.
- Sort every miss from item 2 into inside-the-window and outside-the-window before filing anything: the sequencing of a mixed file is a strategy question, and filing the easy half first is not always the right order.
Sequence the fix through the AD bank
The authorised dealer bank is the front door for the whole framework. Treat it as the project counterparty, not a formality.
- Reconstruct the evidence file first: remittance records and A2 forms, share certificates or the cap-table extract, the foreign entity’s financials for each APR year, and valuations where the rules required them.
- File the delayed forms through the bank and pay the late submission fee as advised on the RBI’s systems; keep every acknowledgement. The UIN status and the APR trail should read clean end to end when you finish.
- Expect the bank to hold further outward remittances until the record is straight, and expect questions: a bank that has seen the full reconstruction moves faster than one drip-fed documents.
Fix the structure problems the audit surfaces
Some findings are not late paperwork; they are positions the rules did not permit as held. Those need restructuring decisions, not fees.
- An individual’s ODI in a foreign entity engaged in financial services activity, or a controlled foreign entity that has a subsidiary or step-down subsidiary: both sit outside the individual lane’s conditions and need advice on the exit or restructuring route.
- Round-trip structures: a foreign entity investing back into India must not create more than two layers of subsidiaries. Structures built before anyone counted the layers need mapping before the next corporate action hard-codes them.
- Positions that changed character silently: an OPI stake that crossed 10%, or picked up board or veto rights, became ODI with filings due from that date, not from when anyone noticed.
Build the calendar so it never happens again
A clean file stays clean only if the dates recur somewhere a human owns.
- Diarise the APR for every 31 December, per foreign entity, with the foreign entity’s financials requested well before, since the report is built from them.
- Put disinvestments, further rounds and rights changes on the same calendar: each can trigger reporting or change a position’s character.
- Fold the dates into the same compliance rhythm as your Indian filings, alongside our India compliance calendar, and assign one named owner. Unowned calendars are how three-year windows get missed.
Regularisation is cheap and mechanical inside the window, and expensive and discretionary outside it. The three-year clock runs per filing, from each due date, whether or not anyone is watching, and every flip, fundraise and exit ends with someone else reading your FEMA file. So read it first, price the fix at Rs 7,500 a form while that is what it costs, and never let an APR season pass unowned again.
Found a gap in the file?
Send us the positions and the bank records you have, and we will classify each holding, total the fee matrix, and sequence the regularisation with your AD bank.
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 facts. The FEMA framework, the fee scale and the RBI’s compounding practice change; confirm every point against current law before relying on it. Whether a position can be regularised on a late submission fee, and at what cost, depends on facts, dates and documents. Have the file reviewed before you start filing.
Prepared by Infinilex Consultancy · infinilex.io · Verified as of 1 August 2026. Printed copies date; check infinilex.io/resources/ for the current version.