FEMA & FDI/ODI Advisory and Filings
End-to-end advisory and compliance under FEMA for inbound FDI and outbound ODI. We handle eligibility under the Automatic/Approval routes, sectoral caps, pricing guidelines, valuation, and filings on the RBI FIRMS portal—SMF (FC-GPR, FC-TRS, LLP-I/II, CN, DI, DRR, InVi), FLA annual return, and compounding/LSF for delays.
What we do
- FDI (Inbound): Entry route check (Automatic/Approval), sectoral caps, pricing/valuation, shareholder agreements vetting.
- ODI (Outbound): ODI Rules/Regulations, structure selection (JV/WOS), financial commitment limits, APR/ODI reporting.
- RBI FIRMS – SMF filings: FC-GPR (new issue), FC-TRS (transfer), LLP-I/II, CN (convertible notes), DI, DRR, InVi.
- Other returns: Annual FLA to RBI, APR for ODI, share certificates and statutory records pack.
- Bank AD liaison: KYC, UIN generation, reporting timelines, delay regularisation via LSF/compounding.
- Due diligence & opinions on downstream investment, round-tripping, guarantee/pledge, and pricing norms.
Documents Required (indicative)
For FDI (FC-GPR / FC-TRS)
- Board/Shareholder approvals, Share subscription/transfer agreement
- FIRC & KYC from AD bank; UIN (where applicable)
- Valuation certificate as per pricing guidelines (CA/Merchant Banker)
- MoA/AoA/LLP Agreement; CIN/LLPIN, PAN
- Beneficial ownership & investor KYC (passport/incorporation docs)
- Share allotment return, list of allottees, share certificates draft
For ODI (JV/WOS abroad)
- Board approval with investment structure and financial commitment
- Audited financials, net worth, and eligibility under ODI limits
- Host entity charter docs, shareholding pattern, valuation
- Banker’s certificate/AD confirmation; guarantees/pledges details
- ODI forms & undertaking; APR schedule; professional valuation where required
Process & Timelines
Feasibility & route analysis
Check sectoral caps, entry route, downstream implications, and pricing/valuation norms; identify approvals (if any).
Bank & documentation setup
Coordinate with AD Bank for KYC/UIN, collate contracts/resolutions and valuation.
FIRMS portal filing
Prepare and file SMF forms (FC-GPR/FC-TRS/LLP-I/II/CN/DI/DRR/InVi) with all attachments; respond to AD queries.
Post-filing deliverables
Issue share certificates, update registers, archive approvals, and diarise future returns (FLA/APR).
Regularisation (if delayed)
Compute Late Submission Fee (LSF)/compounding applicability and file regularisation with bank/RBI.
| Activity | Typical TAT | Notes |
|---|---|---|
| Route analysis & document list | 1–3 working days | Depends on sector and structure |
| SMF filing (FDI/ODI) | 2–7 working days | AD Bank query time may add 3–5 days |
| FLA / APR | 1–3 working days | Subject to data readiness |
| Regularisation (LSF/compounding) | 7–30 working days | Case-specific |
Fees & Government Charges
RBI does not levy a standard fee for SMF filings; charges, if any, arise from the AD Bank (for KYC/processing) and professional valuation. Our fee depends on transaction type (issue/transfer/ODI), number of investors, sectoral approvals, and regularisation (LSF/compounding) if required.
FAQ: FEMA, FDI & ODI
What is the difference between Automatic and Approval routes?
Under the Automatic route, foreign investment is permitted without prior approval subject to sectoral caps and conditions. The Approval route requires prior government/RBI approval before receiving investment.
What are common SMF forms on FIRMS?
FC-GPR (allotment of shares to non-residents), FC-TRS (transfer between resident & non-resident), LLP-I/II (FDI in LLP), CN (convertible notes), DI/DRR (downstream investment/returns), and InVi (investment vehicles).
What is the pricing guideline for issuing/transfer of shares?
Shares must be issued/transferred at or above the fair value for inbound, and at or below the fair value for outbound (as applicable), determined by a CA/Merchant Banker using accepted methods (DCF/valuation norms specified by regulation).
Is FLA return mandatory?
Yes. Indian companies that have received FDI and/or made ODI must file the Annual FLA with RBI each year within prescribed timelines.
What happens if filings are delayed?
Delays can be regularised by payment of Late Submission Fee (LSF) via AD Bank or, in some cases, compounding with RBI. We assess the best path and prepare the papers.
Can startups issue convertible notes to non-residents?
Yes, subject to conditions under FEMA/NDI Rules for recognised startups—reported using the CN form on FIRMS.
Do ODI investments need annual reporting?
Yes. ODI requires filing of APR for each JV/WOS and continuous tracking of financial commitment limits and disinvestments.
Need help with FDI/ODI or FEMA regularisation?
Share your transaction details. We’ll review eligibility, prepare valuation & paperwork, and complete RBI/Bank filings end-to-end.