FEMA, RBI and SEBI compliance
FEMA governs how money and shares move between India and the rest of the world. Most FEMA penalties arise from late or missed reporting, not from the transaction itself, and most are avoidable if the reporting is planned before the money moves.
When you need this
- A foreign investor is putting money into your Indian company, or buying shares from a resident.
- Your Indian company is investing abroad or has set up an overseas subsidiary.
- You are borrowing from a foreign lender (external commercial borrowing).
- You have a past FEMA contravention and want to regularise it.
- You are a listed company or are preparing to list.
What we do
Foreign direct investment
Entry route and sector-cap check, pricing and valuation certificate, FC-GPR on allotment, FC-TRS on transfer of shares, and downstream investment reporting.
Annual FLA return
For companies with foreign assets or liabilities, filed by 15 July.
Overseas investment
Structuring and reporting of outbound investment and the annual performance report.
External commercial borrowing
Eligibility, loan registration number, monthly returns and end-use monitoring.
Compounding and regularisation
Applications to the RBI for past contraventions, with the computation of the amount involved.
Setting up in India
Branch, liaison and project office approvals through the authorised dealer bank.
SEBI
Listing-obligations compliance, insider-trading and takeover disclosures, delisting and notice replies.
How an engagement runs
- Before money moves: a note on the route, pricing, documents and every report that will be due.
- At closing: valuation certificate, filings with the authorised dealer bank, and the forms to the RBI.
- After closing: the annual returns and a log of dates for the next 12 months.
What we need from you
- The shareholders' agreement or term sheet, board and shareholder resolutions, the foreign party's KYC, bank advice of remittance, and the previous FEMA filings if any.
Questions people ask
- Does an Indian startup need RBI approval to take foreign investment?
- In most sectors the automatic route applies and no prior approval is needed, but the issue must follow the pricing rules and be reported to the RBI on time. A few sectors need government approval or have caps.
- What is FC-GPR and when is it filed?
- It is the form that reports the allotment of shares to a non-resident to the RBI through the authorised dealer bank. It is due within 30 days of the allotment.
- What if we filed late?
- Late reporting normally attracts a late submission fee. A contravention that is more than late reporting, such as a pricing breach, needs a compounding application to the RBI.
- Who can sign the valuation certificate for a share issue to a non-resident?
- A SEBI-registered merchant banker or a chartered accountant, as the rules allow.
Related practices
Engagement terms and fees are agreed after the first conversation, based on scope and complexity.
Contact the Office