post-investment-checklist.md

Post-Investment FEMA Compliance Checklist

For the investee Indian company — to be completed after the investment is received and equity instruments are allotted or transferred.

① Receive funds via banking channels — obtain FIRC/FIRA

Ensure the investment consideration is received through normal banking channels (i.e., an authorised dealer bank in India). Obtain the Foreign Inward Remittance Certificate (FIRC) or the Foreign Inward Remittance Advice (FIRA) from the authorised dealer bank. This document is required for the FC-GPR filing.

② Allot equity instruments within 60 days — no extension available

The investee company must allot equity instruments to the investor within 60 days of receiving the consideration. This is a hard deadline — no extension is available. If allotment is not made within 60 days, the amount received must be refunded immediately.

Legal basis: Rule 6(b), NDI Rules 2019.

③ Obtain independent valuation certificate

For all fresh issuances and transfers involving a non-resident: obtain an independent valuation certificate from a SEBI-registered merchant banker or a chartered accountant. The valuation must use an internationally accepted methodology (DCF, NAV, comparable companies, etc.) and must be contemporaneous — typically within 6 months of the transaction date.

• Fresh issuance to non-resident: issue price must be at or above fair market value
• Transfer to non-resident: transfer price must be at or above fair market value
• Transfer from non-resident to resident: transfer price must be at or below fair market value

Legal basis: Rule 22, NDI Rules 2019.

④ File FC-GPR within 30 days of allotment (fresh issuance only)

File Form FC-GPR on the RBI FIRMS Portal (firms.rbi.org.in) within 30 days of allotment of equity instruments.

Required attachments:

• FIRC/FIRA from the authorised dealer bank
• KYC report on the investor from the authorised dealer bank
• Company secretary certificate confirming compliance with the NDI Rules
• Valuation certificate (from Step ③ above)

Legal basis: Rule 6(b) read with the RBI Master Direction on Foreign Investment in India.

⑤ File FC-TRS within 60 days (secondary transfers only)

For transfers of equity instruments between a resident and a non-resident (in either direction): file Form FC-TRS with the authorised dealer bank within 60 days of receipt of consideration or transfer of equity instruments, whichever is earlier.

Legal basis: Rule 9, NDI Rules 2019.

⑥ File Annual FLA Return by 15 July each year

Any Indian company that has received FDI or made overseas direct investment must file the Annual Return on Foreign Liabilities and Assets (FLA Return) on the RBI FLAIR Portal (flair.rbi.org.in) by 15 July of each year.

This is an annual obligation — it must be filed every year until the foreign investment is extinguished.

⑦ Government approval — post-approval filings (if applicable)

If Government/DPIIT approval was required and obtained:

• Ensure the investment is made strictly in accordance with the terms of the approval
• File compliance reports or annual statements as may be specified in the approval letter
• Any change in investment structure, investor identity, or other material terms must be separately approved

⑧ FOCC — File Form DI within 30 days (if applicable)

If the investor is a FOCC making a downstream investment: file Form DI with the RBI within 30 days of the downstream investment. Portal: RBI FIRMS (firms.rbi.org.in).

Legal basis: Rule 23(3), NDI Rules 2019.

⑨ DPIIT SOP reporting (if LBC ownership identified)

If any LBC ownership was identified in the assessment: complete the DPIIT SOP reporting obligation under Press Note 2 of 2026 (Para 3.1.1(d)) as part of post-closing deliverables. Build into the closing checklist.

⑩ Update register of members and file Form PAS-3 (allotment)

On allotment: file Form PAS-3 (Return of Allotment) with the Registrar of Companies (MCA21 portal) within 30 days of allotment, attaching the list of allottees and the Board resolution approving allotment.

Update the register of members to reflect the new allottee.

⑪ Update foreign ownership in subsequent AoC filings

Ensure subsequent annual filings (MGT-7 annual return, AOC-4 financial statements) correctly reflect the revised shareholding structure including the new foreign shareholder.

This checklist is a summary reference. Deadlines and requirements should be verified against the current NDI Rules, RBI Master Direction on Foreign Investment in India, and any conditions specified in a Government approval before acting. Engage your authorised dealer bank and a chartered accountant or practising company secretary for the filings.