RBI and FEMA

FDI · ODI · FC-GPR/FC-TRS · Compounding · Advisory

RBI & FEMA Compliance For Cross-Border Money & Shares.

We help promoters, startups, NRIs and foreign investors navigate FEMA, RBI and company law requirements – so that FDI/ODI, share transfers and remittances are clean, documented and defensible in future.

FDI, Rights / Preferential allotment & pricing
FC-GPR / FC-TRS / FLA return filings
ODI / overseas JV & WOS structuring
Compounding & regularisation of past defaults

RBI and FEMA non-compliance may not hurt on Day 1, but it often resurfaces at the time of fund-raise, due diligence, IPO or sale of business. Our goal is to keep your capital structure “clean” from an exchange control perspective.

What All We Cover Under RBI & FEMA

From first foreign investment to complex share transfers and overseas structures – we design transactions keeping FEMA, Companies Act and tax angles together.

End-to-end support
INFLOW

FDI in Indian Companies

Advisory on routes (automatic / approval), sectoral caps, pricing guidelines, shareholder agreement, and filings like FC-GPR, FLA, ARF (where applicable).

OUTFLOW

ODI / Overseas Investment

Structuring of overseas JV / WOS, ODI limits, valuation, funding pattern, and filing of forms ODI Part I–III, APR with AD Bank and RBI.

SHARE TRANSFER

FC-TRS & Secondary Transfers

FEMA-compliant transfer of shares between resident & non-resident, pricing, documentation, FC-TRS filing, and alignment with Companies Act & income-tax requirements.

ONGOING RETURNS

Annual FLA & Other Reporting

Preparation and filing of FLA return, reconciliation with share register & financials, and support in queries from AD bank / RBI.

COMPOUNDING

Regularisation of Past FEMA Defaults

Identifying non-compliances, quantifying exposure, preparing applications for FEMA compounding, and strategy to regularise delays / missed filings.

SPECIAL SITUATIONS

ECB, ESOP, NRI & Start-up Structures

Guidance on ECB, ESOP to foreign employees, NRI investments, start-up funding rounds and working with AD banks to ensure practical implementation.

When Do You Need RBI & FEMA Support?

Typical situations where a quick FEMA check can save you from future penalties or deal delays.

Check before money moves
  • You are issuing or transferring shares to a foreign shareholder or NRI.
  • Indian company is setting up or buying a company outside India (ODI).
  • There is an old FDI / ODI transaction with no clear record of FC-GPR, FC-TRS or ODI filings.
  • You are raising funds from foreign VC fund or convertible instruments.
  • Statutory auditor or banker has flagged a possible FEMA lapse.
  • You want to clean up cap table before due diligence / next funding round.
  • There is a delay in filing of FC-GPR/FC-TRS/FLA/ODI forms.
  • Promoters are planning a reorganisation involving NR / foreign shareholders.
  • You need a comfort note for your board / investors / lenders on FEMA status.

Our RBI & FEMA Working Process

We combine law, banking practice and documentation so that filings are both correct and accepted smoothly.

Clear steps · Clear timelines
1 Fact Capture
1–2 days

Understand parties (resident/non-resident), route (FDI/ODI/ECB), dates, amounts and existing documents.

2 FEMA Route & Form Mapping
2–3 days

Identify applicable regulations, pricing norms, and required forms (FC-GPR, FC-TRS, ODI, FLA, ECB, compounding etc.).

3 Documentation & Filing
As per case

Prepare valuation notes, board/SH resolutions, declarations, and coordinate with AD Bank for portal filings.

4 Closure & Record Kit
Ongoing

Share a concise record kit – filed forms, acknowledgements and brief note – useful for future DD and audits.

Why Work With a CS-Led FEMA Team?

Exchange control is not only about forms – it connects company law, contracts, valuation and tax.

Practical, not theoretical
  • Company law + FEMA together: we check cap table, resolutions and filings along with FEMA rules.
  • Banker language: experience of working closely with AD banks, so documents are accepted the first time.
  • Future DD ready: documentation kit designed so that investors’ lawyers can quickly verify compliance.
  • Transparent fees: fixed fee for filings, separate if compounding / complex structures are involved.
  • Education first: we explain the logic in simple language so promoters understand “why” not just “what”.
Have an FDI, ODI, FC-GPR/FC-TRS, FLA or compounding issue on your table right now?
Share a short note and we will respond with a FEMA view, risk level and suggested next steps.
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