The ODI regularisation checklist
If you formed a US LLC from India without filing Form FC, or missed the Annual Performance Report, the fix is to file the delayed forms through your AD bank and pay the RBI’s late submission fee: Rs 7,500 per delayed APR, and Rs 7,500 plus 0.025% of the amount per year of delay for a delayed Form FC, capped at 100% of the amount (RBI circular of 30 September 2022). The route is open for three years from each filing’s own due date; after that the miss goes to a compounding application to the RBI, and until it is fixed the bank holds every further remittance.
This is the FEMA ODI compliance checklist we run when a founder’s foreign shareholdings need their file rebuilt: seven steps, the due dates, the fee arithmetic, the US side of the same LLC, and the questions founders ask most. The checklist PDF lives on this page only: print it, or ask for it by email below. 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.
Which path is yours
You hold a single-member US LLC personally, funded under LRS, with nothing under it. This checklist is written for you to run yourself. Print it or take the PDF, work the seven steps with your AD bank, keep the due-date table on your calendar, and read the FAQ, which answers the questions founders in this position ask most, including the audited-statements point. The US filings the LLC owes on its own account are flagged in the US side of the same LLC.
Your Indian company holds the foreign entity, there is more than one founder on the cap table, outside money has come in, the foreign entity has a subsidiary, or it has already been dissolved. The entity-side framework runs in parallel, the misses interlock with FC-GPR, FLA and transfer pricing, and the order of filing is a judgement, not a procedure. Send us the positions and the bank records through the next step below; the FEMA, ODI and LRS compliance service runs the whole file.
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.
- A single-member US LLC you formed and funded yourself is ODI in an unlisted foreign entity with control, from the first dollar. Formation platforms do not file Form FC for you; registering a US company from India through Stripe Atlas sets out what they leave to you. The LLC’s own US filings, Form 5472 with a pro forma Form 1120, do not report anything to the RBI. The order the counters should have run in, EIN then UIN then the account, is on EIN without an SSN and a US bank account from India.
- 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.
- For a foreign entity you control, the APR must be based on its audited financial statements. The proviso that allows unaudited, chartered-accountant-certified statements applies only where you do not have control and host-country law does not mandate an audit (regulation 10(4), read 6 October 2026). Budget the audit before you budget the fee.
- 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.
- The circular’s arithmetic: the years of delay are rounded up to the nearest month, the total is capped at 100% of the amount involved and rounded up to the nearest hundred rupees, and the bank’s fee advice lapses if it is not paid within 30 days (A.P. (DIR Series) Circular No. 16 of 30 September 2022; OI Directions para 18(2), read 6 October 2026).
- 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.
- Compounding runs on the RBI’s Master Directions of 22 April 2025 (updated 24 April 2025): Rs 10,000 plus GST with the application, an order within 180 days of receipt, payment within 15 days of the order, and a published guidance matrix that starts from Rs 10,000 per delayed APR. The matrix guides the compounding authority; it is not a tariff you can pay in advance.
- 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.
- Have each APR certified by a chartered accountant where statutory audit does not apply, which the Directions say includes every resident individual (OI Directions para 17(3)). The certification is the bank’s check that the report matches the accounts behind it.
- 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, as the Directions require of it (para 19), 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 the US date on the same calendar: the pro forma Form 1120 with Form 5472 attached by 15 April for a calendar-year LLC, or 15 October on a Form 7004 extension, every year the LLC exists, including the year it is dissolved.
- 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.
Due dates and windows, as at 6 October 2026
One table for the two files. Each late submission fee window runs from the filing’s own due date, so a 2024 LLC usually has several clocks running at once.
| Filing | Due | If missed | Source |
|---|---|---|---|
| Form FC, with the UIN | At the time of the outward remittance or the financial commitment, whichever is earlier; the AD bank obtains the UIN before any remittance | Late submission fee of Rs 7,500 plus 0.025% of the amount per year of delay, capped at 100%, for three years from the due date; compounding after that | Regulation 10(2); OI Directions para 16(3); Circular 16 of 30 September 2022 |
| Evidence of investment | To the AD bank within six months | Late submission fee of Rs 7,500 per delayed submission, inside the same three-year window. Para 16(2) also says that if the evidence is not submitted within six months, the funds remitted overseas are to be repatriated within that period; agree the position with the bank before filing | OI Directions para 16(2); Circular 16 |
| Annual Performance Report | 31 December every year, per foreign entity; 31 December of the following year where the entity’s accounting year ends on 31 December, as it does for a calendar-year US LLC | Late submission fee of Rs 7,500 per delayed APR, for three years from each 31 December; compounding after that | Regulation 10(4); Circular 16 |
| Disinvestment, including a wind-up | Within thirty days of receipt of the proceeds | Late submission fee on the circular’s matrix; where nothing came back, agree the write-off reporting with the bank | Regulation 10(2) |
| Paying the late submission fee | Within 30 days of the bank’s advice | The advice lapses and a fresh one is issued | Circular 16; OI Directions para 18(2) |
| Compounding application | Once the three-year window has closed for a filing, or for a breach that is not a reporting delay; Rs 10,000 plus GST with the application | Order within 180 days of receipt; payment within 15 days of the order; the guidance matrix starts from Rs 10,000 per delayed APR | Master Directions on Compounding, 22 April 2025, paras 3.2, 6.1 and 7.1 |
| US: pro forma Form 1120 with Form 5472 attached | The 15th day of the fourth month after the LLC’s tax year ends, 15 April for a calendar year; six-month extension on Form 7004 | USD 25,000 per Form 5472 not filed, plus USD 25,000 for each further 30 days once 90 days have passed after IRS notice | IRS Instructions for Form 5472 (Rev. December 2024) and Form 1120 (2025) |
Fees and windows are the RBI’s and the IRS’s own figures as at 6 October 2026, not Infinilex fees. Professional fees are separate and are not quoted on this page.
The US side of the same LLC
Regularising the Indian file does not touch the US one, and the two are read together. For tax years beginning on or after 1 January 2017, a US LLC that is a disregarded entity wholly owned by a foreign person is treated as a corporation for the reporting rules in section 6038A, and it files Form 5472 attached to a pro forma Form 1120 for each year in which it has a reportable transaction with its owner, contributions and distributions included (Form 5472 instructions, revised December 2024). The due date is the Form 1120 date: 15 April for a calendar year, or 15 October on a Form 7004 extension. How the form is filed, the penalty and the rest of the annual US set are on our page on annual US filings for a foreign-founded company, which covers the single-member LLC alongside the Delaware corporation.
The point for the FEMA file is consistency. The capital contributions Form 5472 reports should be the LRS remittances Form FC and the APR describe, and the distributions it reports should appear as repatriations on the Indian side. The instructions treat the LLC as separate from its owner for this purpose, so confirm it has its own employer identification number before the first filing, and bring the US preparer and the chartered accountant certifying the APR to the same set of accounts. What the whole structure costs to keep each year is set out on the LRS vs ODI page.
Two cases the seven steps do not settle on their own
The LLC has already been dissolved
The obligations for the years it existed survive the entity. The Form FC due when you funded it and each APR that fell due while you held it still carry their own late submission fee and their own three-year clock; regulation 10(4) exempts the APR only while a foreign entity is under liquidation, which covers the liquidation period and not the earlier years. The exit is itself a filing: disinvestment is reported through the AD bank within thirty days of receipt of the proceeds (regulation 10(2)), and where the LLC was wound up and nothing came back, the write-off reporting and its evidence are agreed with the bank, because the regulation fixes the clock from receipt of proceeds. Keep the dissolution certificate, the final bank statement and the final accounts. On the US side the final-year Form 5472 reports the amounts paid or received in the dissolution, including distributions to you.
The bank insists on audited financial statements
For an entity you control, the bank is reading regulation 10(4) correctly: the APR is based on the foreign entity’s audited financial statements, and the proviso that permits unaudited statements, certified by the statutory auditor of the Indian entity or by a chartered accountant where statutory audit does not apply, is limited to cases where the resident does not have control and the host country’s law does not mandate an audit. A single-member LLC owned outright is a controlled entity, so budget for an audit of its accounts by an independent accountant in the US for each APR year, and then for the chartered accountant’s certification of the APR itself, which the Directions require where statutory audit is not applicable, including for resident individuals (para 17(3)). If a bank is prepared to read the proviso more widely for a minority holding, get that in writing before you rely on it.
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.
Frequently asked questions
I formed a US LLC from India without knowing about ODI. How do I regularise it?
Treat the LLC as overseas direct investment from the day you formed or funded it, and rebuild the trail in order. First, list what was due: Form FC through your authorised dealer bank at the time of the first outward remittance or financial commitment, whichever came earlier (regulation 10(2) of the Overseas Investment Regulations 2022); the unique identification number the bank obtains for the LLC before any remittance (OI Directions para 16(3)); evidence of the investment within six months (para 16(2)); and an Annual Performance Report by 31 December each year (regulation 10(4)). Second, assemble the file: the LRS remittance records and A2 forms, the LLC's formation documents and operating agreement, its bank statements and annual financial statements, and its US tax filings, since Form 5472 with a pro forma Form 1120 is a separate catch-up on the same file. Third, file the delayed Form FC and each missed APR through the bank and pay the late submission fee the RBI's system advises, within 30 days of the advice. The route is open for three years from each filing's own due date; a miss older than that goes to a compounding application to the RBI. Until the record is straight the bank will not facilitate any further remittance or financial commitment towards the LLC (OI Directions para 19).
What is the late submission fee for a missed APR or Form FC?
Under the RBI's late submission fee circular of 30 September 2022 (A.P. (DIR Series) Circular No. 16), a delayed Annual Performance Report, Form OPI or evidence of investment carries a flat Rs 7,500 per return. A delayed Form FC, which reports a flow, carries Rs 7,500 plus 0.025% of the amount involved for each year of delay, with the delay rounded up to the nearest month; the total is capped at 100% of the amount and rounded up to the nearest hundred rupees. On the circular's formula, a Form FC for Rs 16 lakh filed two years late costs Rs 7,500 plus 0.025% of Rs 16 lakh (Rs 400) for each of the two years, Rs 8,300 in all; a missed APR costs Rs 7,500 whether it is one month or two years late. The bank's fee advice lapses if it is not paid within 30 days, and the option is open for three years from the due date of each filing. The RBI charges nothing for a Form FC or an APR filed on time. These are RBI figures as at 6 October 2026; professional fees are separate and are not quoted here.
When are Form FC and the ODI APR due?
Form FC is due at the time of sending the outward remittance or making the financial commitment, whichever is earlier (regulation 10(2) of the Overseas Investment Regulations 2022), and in practice it goes to the AD bank on or before the first investment so that the bank can obtain the UIN; the Directions say no remittance to the foreign entity is facilitated without the UIN (para 16(3)). The Annual Performance Report is due by 31 December every year for each foreign entity in which you hold ODI; where the foreign entity's accounting year ends on 31 December, as it does for most US LLCs, the APR for that year is due by 31 December of the next year (regulation 10(4)). So for an LLC formed in 2024 on a calendar year, the first APR, for 2024, fell due on 31 December 2025, and the APR for 2025 is due on 31 December 2026. A disinvestment is reported within thirty days of receipt of the proceeds (regulation 10(2)). Each late submission fee window runs three years from its own due date, so the 2024 APR can be regularised on a fee until 31 December 2028. Dates as at 6 October 2026.
I never filed an APR and my bank insists on audited financial statements. Is it right?
On the text of regulation 10(4), usually yes: the APR must be based on the audited financial statements of the foreign entity. The proviso that allows unaudited statements applies only where the resident does not have control in the foreign entity and the host country's law does not mandate an audit; even then the unaudited statements must be certified as such by the statutory auditor of the Indian entity, or by a chartered accountant where statutory audit does not apply. A founder who owns a single-member LLC outright has control, so the proviso does not reach that case on its face, and a bank that asks for audited accounts is applying the regulation. The practical route is an audit of the LLC's accounts by an independent accountant in the US for each APR year, a cost the fee matrix does not show, followed by the APR itself certified by a chartered accountant, which the Directions require where statutory audit is not applicable, including for resident individuals (para 17(3)). If a bank reads the proviso more widely for a minority, non-controlling holding, get that reading in writing before you rely on it. Law stated as at 6 October 2026.
My US LLC has already been dissolved. Do I still need to regularise?
Yes, for the years it existed. Dissolving the entity does not erase the Form FC that was due when you funded it or the APRs that fell due while you held it, and each of those misses carries its own late submission fee and its own three-year clock. Regulation 10(4) exempts the APR only while a foreign entity is under liquidation, so it covers the liquidation period, not the earlier years. The exit itself is a filing: disinvestment is reported through the AD bank within thirty days of receipt of the proceeds (regulation 10(2)); where the LLC was wound up and nothing came back, agree the write-off reporting and its evidence with the bank, because the regulation fixes the clock from receipt of proceeds. Keep the dissolution certificate, the final bank statement and the final accounts; the bank will ask for them. On the US side, the LLC's final-year Form 5472 reports the amounts paid or received in the dissolution, including distributions to you, and the USD 25,000 penalty applies to a final-year form that is never filed.
I registered a single-member US LLC in 2024 and never did ODI. Which CA can fix this, and what does Infinilex do?
Any chartered accountant can certify the APR, and the filing itself goes through your authorised dealer bank, not through a professional; what you need is someone who has run the whole sequence before, on both sides of the border. Infinilex does the inventory and classification of each holding, lists the Form FC and APR filings that fell due from the 2024 formation onward, totals the late submission fee on the RBI's formula, reconstructs the evidence file from your LRS remittances and the LLC's records, prepares the delayed filings for the bank, and sets the 31 December calendar so it does not recur. Infinilex's in-house chartered accountant can certify the APR where the Directions require it (para 17(3)), and its company secretary handles the Indian entity side where a company, not an individual, holds the investment. Where a written opinion is needed, for example on whether a position was ODI or OPI, Infinilex counsel qualified in India, the UAE and the US sign opinions for those jurisdictions; for the EU and any other jurisdiction Infinilex scopes and coordinates the local counsel who sign. The Form 5472 and pro forma Form 1120 catch-up is scoped on the same file and coordinated with your US tax preparer. Email is answered within one working day.
Primary texts, each read on 6 October 2026: Foreign Exchange Management (Overseas Investment) Regulations 2022, FEMA 400/2022-RB, 22 August 2022 (regulations 10 and 11); Foreign Exchange Management (Overseas Investment) Directions 2022, 22 August 2022 (paras 16, 17, 18 and 19); RBI A.P. (DIR Series) Circular No. 16 of 30 September 2022 on the late submission fee; RBI Master Directions on Compounding of Contraventions under FEMA, 22 April 2025, updated 24 April 2025; IRS Instructions for Form 5472, revised December 2024; IRS Instructions for Form 1120 (2025).
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.
Thirty minutes with Prashant Sharma, the founder, who does the work himself. You leave with next steps either way. Email is read by the founder and answered within one working day.
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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 6 October 2026. Printed copies date; check infinilex.io/resources/ for the current version.