A foreign-owned company in India does not have one standard RBI filing due every month simply because its shareholders are overseas. Its RBI/FEMA compliance calendar depends on what the Indian company actually does: receiving foreign investment, issuing shares, transferring shares, making downstream investments, borrowing overseas or investing outside India.
For most Indian companies with foreign direct investment, the key annual RBI compliance is the Foreign Liabilities and Assets (FLA) Return by 15 July. Other forms such as FC-GPR, FC-TRS, Form DI, ECB-2 and APR are triggered only by particular transactions.
RBI/FEMA compliance calendar at a glance
Compliance
When it applies
Deadline
Indian entity with qualifying outstanding inward FDI and/or outward direct investment
15 July every year
Indian company issues qualifying equity instruments to a person resident outside India
Within 30 days from issue
Issue/refund of equity instruments
Foreign consideration received for an issue
Issue within 60 days; if not issued, refund within the following 15 days
Reportable transfer of equity instruments involving resident/non-resident parties
Within 60 days of transfer or receipt/remittance of funds, whichever is earlier
Indian entity makes downstream investment treated as indirect foreign investment
Within 30 days from allotment
DPIIT downstream notification
Qualifying downstream investment
Within 30 days of investment
Eligible Indian startup issues/transfers convertible notes involving a non-resident
Within 30 days
ECB-2
Indian company has an External Commercial Borrowing
Monthly, within 7 working days from month-end
Revised Form ECB
Certain changes in ECB terms
As early as possible and not later than 7 days from change
Indian resident entity has qualifying ODI in foreign entity
Generally by 31 December every year
Overseas investment Form FC
Qualifying financial commitment abroad
At/before prescribed transaction point
ODI disinvestment/restructuring reporting
Relevant overseas-investment event
Generally within 30 days, depending on event
The important point is that this is not a checklist where every row applies to every foreign subsidiary.
What does “foreign-owned company” mean for RBI compliance?
“Foreign-owned company” is useful commercial shorthand, but FEMA uses more precise concepts such as foreign investment, foreign direct investment, ownership, control and indirect foreign investment.
Under RBI's foreign-investment framework, an Indian company may be regarded as owned by persons resident outside India where ownership is vested in persons resident outside India. Control is separately relevant. These concepts become particularly important when the Indian company invests in another Indian entity, because that investment may constitute downstream investment or indirect foreign investment.
Therefore, a wholly owned Indian subsidiary of a US, UK, Singapore or other overseas parent will usually have FEMA compliance obligations, but so may an Indian company that is not 100% foreign-owned.
The compliance analysis should start with four questions:
Does the Indian company have foreign investment outstanding?
Did it issue or transfer equity instruments involving a non-resident?
Does it invest in another Indian or foreign entity?
Has it borrowed money from outside India?
Those answers determine the actual RBI calendar.
15 July: When is the FLA Return mandatory?
The Annual Return on Foreign Liabilities and Assets, or FLA Return, must generally be filed by 15 July every year by entities that meet the RBI's prescribed criteria.
RBI's current FAQs state that the return applies to entities that have received FDI and/or made direct investment abroad in the previous year or earlier and have relevant foreign assets or liabilities reflected in their balance sheet. The return may be based on audited or unaudited accounts.
Who normally files the FLA Return?
An Indian company should check the FLA requirement where it has:
foreign direct investment in India;
equity held by qualifying foreign investors; and/or
qualifying overseas direct investment.
The filing is made through RBI's FLAIR system.
What if the accounts are not audited by 15 July?
Do not wait for the statutory audit and miss the RBI deadline.
RBI expressly permits entities to file the FLA Return using provisional or unaudited figures where audited accounts are unavailable by 15 July. Once audited numbers are available, the entity may request permission through the FLAIR system to revise the previously filed return.
This is important because some compliance calendars incorrectly state that a revised FLA Return must universally be filed by 30 September. The current RBI FAQ instead provides a revision mechanism requiring a request through FLAIR; businesses should therefore follow the current RBI process rather than assume that 30 September is a universal statutory revision deadline.
Is FLA required merely because the company once had a foreign shareholder?
Not always.
RBI clarifies that where all non-resident shareholders have transferred their shares to residents and the entity has no outstanding inward or outward FDI as at the end of March, it need not file an FLA Return merely because foreign investment existed earlier.
Similarly, shares held by non-residents on a qualifying non-repatriation basis are not treated as foreign investment for this FLA purpose in the circumstances specified by RBI.
When must FC-GPR be filed?
Form FC-GPR must be filed when an Indian company issues equity instruments to a person resident outside India and the issue qualifies as FDI.
The Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 require FC-GPR reporting within 30 days from the date of issue of the equity instruments.
Typical situations include fresh issuance of qualifying:
equity shares;
compulsorily convertible preference shares;
compulsorily convertible debentures; and
other instruments falling within the FEMA definition of equity instruments.
The legal classification of the instrument matters. Businesses should not assume that every security labelled a “debenture” or “preference share” receives the same FEMA treatment.
How quickly must shares be issued after receiving foreign investment money?
For qualifying investment under Schedule I of the reporting regulations, equity instruments must generally be issued within 60 days from receipt of the consideration.
If they are not issued within that 60-day period, the money is generally required to be refunded within 15 days after completion of the 60-day period, through the permitted banking route.
Example
An overseas parent remits ₹2 crore to its Indian subsidiary on 1 October for subscription to equity shares.
The company should not simply leave that money indefinitely as “share application money.”
It must review:
whether the investment is permitted under the applicable entry route;
the sectoral cap;
pricing;
issue timing;
Companies Act allotment requirements; and
FC-GPR reporting after the issue.
This is one of the areas where Companies Act deadlines and FEMA deadlines must be tracked together, because compliance with one law does not automatically satisfy the other.
When does FC-TRS have to be filed?
FC-TRS applies to specified transfers of equity instruments involving residents and non-residents.
Under the current RBI reporting regulations, FC-TRS must be filed within 60 days from the transfer of the equity instruments or receipt/remittance of the funds, whichever is earlier.
This is more precise than simply saying “60 days after a share transfer.”
Example
Suppose an Indian founder sells shares to the company's foreign parent.
Before completing the transaction, the parties should check:
whether the transfer is permitted;
applicable sectoral caps;
pricing rules;
valuation requirements;
mode of payment;
tax implications; and
responsibility for FC-TRS filing.
The RBI regulations specify who bears the reporting responsibility depending on the nature of the transaction.
When is Form DI required for downstream investment?
Foreign-owned groups frequently overlook downstream investment rules.
If an Indian entity with foreign investment makes an investment in another Indian entity and that investment is treated as indirect foreign investment, additional FEMA conditions apply.
RBI's framework provides that such downstream investment must comply with the applicable:
entry route;
sectoral cap;
pricing guidelines; and
FDI-linked conditions.
RBI Form DI deadline
Where Form DI applies, it must be filed within 30 days from the date of allotment of the equity instruments.
DPIIT notification
The reporting regulations also require the investing entity to notify the Secretariat for Industrial Assistance, DPIIT within 30 days of the downstream investment, even where the equity instruments have not yet been allotted, together with prescribed information regarding the investment.
These are two distinct compliance points and should not be treated as the same filing.
Annual statutory auditor confirmation
RBI's foreign-investment directions further provide that the first-level Indian company responsible for qualifying downstream investment must obtain an annual statutory auditor certificate confirming FEMA compliance, and the relevant FEMA compliance is to be mentioned in the directors' report.
This is particularly important for foreign groups using Indian holding companies to invest in Indian operating subsidiaries.
Is Form CN relevant to foreign-owned startups?
Potentially.
An eligible Indian startup issuing convertible notes to a person resident outside India must file Form CN within 30 days of issue.
A resident transferor or transferee involved in a qualifying transfer of such convertible notes to or from a person resident outside India must also report the transfer in Form CN within the prescribed 30-day period.
Startups should therefore not treat a convertible note as a way to avoid FEMA reporting.
What RBI filings apply if the Indian company borrows from its foreign parent?
A loan from a foreign parent may fall within India's External Commercial Borrowing (ECB) framework rather than the FDI rules.
That distinction matters because a parent-company loan cannot simply be treated as an informal inter-company advance.
Obtain the Loan Registration Number before drawdown
RBI's ECB framework requires the borrower to complete prescribed reporting and obtain a Loan Registration Number (LRN) before drawdown of the ECB. RBI's ECB FAQs specifically caution that drawdown should occur only after obtaining the LRN.
File ECB-2 every month
Actual ECB transactions must be reported through Form ECB-2 through the designated Authorised Dealer Category-I bank.
The return must reach RBI's Department of Statistics and Information Management within seven working days from the close of the relevant month.
RBI's Form ECB-2 instructions also state that a Nil Return should be submitted for a relevant period where there was no transaction.
Changes to ECB terms
Changes in ECB parameters that are permissible under the framework should be reported through a revised Form ECB at the earliest and, in any event, not later than seven days from the change being effected.
This means an inter-company loan agreement should not be amended commercially without first checking the FEMA consequences.
What if the Indian subsidiary invests abroad?
A foreign-owned Indian company is still a person resident in India for FEMA purposes if it is incorporated and operating as an Indian entity.
Accordingly, if it invests in an overseas entity, the Overseas Investment Rules and Regulations may apply.
Annual Performance Report
Where the company has qualifying Overseas Direct Investment, an Annual Performance Report (APR) is generally required for each applicable foreign entity.
Under Regulation 10 of the Foreign Exchange Management (Overseas Investment) Regulations, 2022, APR is generally due by 31 December each year. If the foreign entity's accounting year itself ends on 31 December, the APR is due by 31 December of the following year.
There are statutory exemptions in specified situations, so APR should not be described as automatically applicable to every overseas investment.
Form FC and other overseas-investment reporting
The current RBI overseas-investment framework also requires reporting for relevant financial commitments, disinvestment and restructuring.
For example, RBI's regulations require reporting of:
financial commitment at the prescribed transaction stage;
disinvestment generally within 30 days of receipt of disinvestment proceeds; and
restructuring generally within 30 days from restructuring.
A company with ODI therefore needs a separate outbound investment calendar in addition to its inbound FDI calendar.
What happens if an RBI/FEMA filing is late?
A missed FEMA reporting deadline should not simply be ignored.
RBI has established a Late Submission Fee (LSF) mechanism for various reporting delays.
For certain periodic returns, including FLA and APR, the RBI matrix prescribes an LSF of ₹7,500 per return in the circumstances covered by the framework.
For transactional reporting that captures financial flows, the applicable formula may be:
₹7,500 + (0.025% × A × n)
where, under the RBI framework:
A represents the amount involved in the delayed reporting; and
n represents the period of delay calculated in the prescribed manner.
The matrix is subject to further conditions and ceilings and should be applied using the version of the RBI directions applicable to the particular contravention.
Payment of LSF regularises specified reporting delays. It should not be assumed to cure an underlying transaction that itself violated substantive FEMA requirements such as prohibited investment, sectoral caps, pricing or borrowing conditions.
Where the underlying transaction itself contravenes FEMA, separate regularisation or compounding considerations may arise.
What should a foreign-owned company review every April?
The most useful RBI compliance exercise takes place immediately after 31 March.
A foreign-owned Indian company should reconcile:
non-resident shareholding;
all FC-GPR filings against shares issued;
all FC-TRS filings against transfers;
foreign investment shown in the balance sheet;
outstanding foreign assets and liabilities;
downstream investments;
ECB balances and ECB-2 filings;
overseas investments and APR status;
pending filings rejected or resubmitted through FIRMS;
any delay requiring LSF or further FEMA regularisation.
This April review makes the July FLA filing substantially easier and can expose discrepancies before they become longstanding FEMA issues.
What documents should be maintained for FEMA/RBI compliance?
A foreign-owned company should normally maintain a transaction-wise file containing, where applicable:
board and shareholder resolutions;
subscription or share purchase agreement;
foreign investor details and KYC;
bank credit advice/remittance evidence;
valuation certificates;
share allotment documentation;
FC-GPR acknowledgements;
FC-TRS acknowledgements;
updated capitalisation table;
FIRMS Single Master Form acknowledgements;
FLA acknowledgements;
downstream-investment documentation;
statutory auditor certificates;
ECB agreement;
Form ECB/LRN records;
ECB-2 acknowledgements;
ODI documentation;
APR acknowledgements; and
correspondence with the AD bank or RBI.
FEMA compliance should be reconciled with the company's accounting records and statutory registers rather than maintained as an isolated compliance exercise.
What are the most common RBI compliance mistakes made by foreign subsidiaries?
Assuming every foreign remittance is FDI
Foreign money entering India may represent equity, debt, trade receipts, service fees, reimbursement or another permissible transaction.
The legal route depends on its real nature.
Filing FC-GPR but forgetting the FLA Return
FC-GPR is transaction reporting. FLA is an annual stock-position return. One does not replace the other. RBI similarly confirms that FLA and APR are separate returns where both apply.
Missing FC-TRS when ownership changes
Foreign-owned companies often focus on fresh investment but overlook reporting triggered when existing shares change hands.
Treating parent-company loans like domestic loans
Cross-border debt may trigger the ECB regime.
Ignoring downstream investment
This is especially risky in multi-company Indian group structures because ownership and control can cause an investment between two Indian entities to constitute indirect foreign investment.
Waiting for audited accounts before filing FLA
RBI expressly allows provisional figures. Waiting for the audit does not justify missing the 15 July filing deadline.
Assuming an LSF solves every FEMA problem
The Late Submission Fee is a reporting regularisation mechanism. It does not automatically validate a substantively impermissible transaction.
Practical annual RBI compliance calendar
April
Reconcile the 31 March foreign asset and liability position.
Review:
FDI outstanding;
foreign shareholding;
ODI balances;
ECB balances;
downstream investments; and
pending FIRMS filings.
May–June
Prepare information required for the FLA Return.
Where accounts will not be audited by 15 July, prepare provisional figures instead of delaying filing.
15 July
File the FLA Return, where applicable.
After audit completion
If the FLA was filed using provisional figures and audited numbers materially change the reported information, use RBI's FLAIR process to request revision and submit corrected information as appropriate.
31 December
Where qualifying overseas direct investment exists, check whether the APR is due under the Overseas Investment Regulations.
Every month
If the company has an ECB, ensure ECB-2 reaches DSIM through the designated AD bank within seven working days from month-end.
Throughout the year
Monitor transaction-triggered filings:
FC-GPR — 30 days from issue;
FC-TRS — 60-day rule;
Form DI — 30 days from allotment;
DPIIT downstream reporting — 30 days from investment;
Form CN — 30 days;
revised ECB reporting — within applicable timeframe; and
overseas-investment event reporting where relevant.
A simple compliance example
Assume IndiaTech Private Limited is 100% owned by a Singapore parent.
During FY 2026–27:
the Singapore parent invests an additional ₹5 crore;
IndiaTech issues shares against that investment;
IndiaTech acquires 70% of another Indian company;
it has an outstanding ECB from the Singapore group; and
it owns a subsidiary in Dubai.
IndiaTech may need to consider:
For the new foreign equity:
Issue timing plus FC-GPR within 30 days from issue.
For its Indian subsidiary investment:
Whether the investment constitutes indirect foreign investment, plus applicable Form DI and DPIIT reporting.
For the overseas loan:
Monthly ECB-2 reporting and compliance with the ECB terms registered with RBI.
For the Dubai subsidiary:
Overseas-investment reporting and APR, where applicable.
For its annual foreign position:
FLA Return by 15 July following the relevant year.
This illustrates why an RBI compliance calendar should be built around transactions, not simply the fact that the company is foreign-owned.
FAQsDoes every foreign subsidiary in India have to file an FLA Return?
Not solely because it is called a foreign subsidiary. The company should apply RBI's FLA eligibility test based on qualifying outstanding inward FDI and/or outward direct investment. Where the relevant foreign assets or liabilities do not remain outstanding at the end of March, the filing may not be required.
What is the FLA Return due date?
The normal annual deadline is 15 July.
Can FLA be filed before the financial statements are audited?
Yes. RBI permits filing using provisional or unaudited figures, followed by revision through the prescribed process once audited figures become available.
What is the FC-GPR deadline?
FC-GPR must generally be filed within 30 days from the issue of qualifying equity instruments to a person resident outside India.
What is the FC-TRS deadline?
It is generally 60 days from transfer of the equity instruments or receipt/remittance of funds, whichever is earlier, for transactions covered by the reporting requirement.
What is Form DI?
Form DI reports specified downstream investment by an Indian entity or investment vehicle where the investment constitutes indirect foreign investment. The applicable filing is generally due within 30 days from allotment.
Does a loan from a foreign parent require RBI compliance?
Potentially yes. If the borrowing falls within the ECB framework, the company must comply with ECB eligibility, terms and reporting requirements, including LRN and ECB-2 reporting.
How often is ECB-2 filed?
Monthly, so as to reach RBI's DSIM through the designated AD bank within seven working days from month-end.
When is the APR due for overseas investment?
Under the current Overseas Investment Regulations, APR is generally due by 31 December, subject to the special rule where the foreign entity's accounting year ends on 31 December and to statutory exemptions.
Can delayed FEMA reporting be regularised?
Many specified reporting delays may be regularised through RBI's Late Submission Fee framework. However, LSF should not be confused with regularisation of a transaction that was substantively prohibited or otherwise non-compliant.
