FEMA Consultant in Bangalore

Two groups account for much of Bengaluru's foreign investment paperwork: venture-funded startups receiving money from offshore funds, and Indian subsidiaries of foreign technology companies receiving capital from their parents. Both report through their authorised dealer bank, but startups often file more frequently and with more complicated instruments.

Key facts for Bangalore companies

What must be reported when a foreign investor invests?

Shares issued to a non-resident are reported in Form FC-GPR within 30 days of issue; a transfer between a resident and a non-resident in Form FC-TRS within 60 days; a downstream investment in Form DI within 30 days; and every company with foreign investment files the FLA return by 15 July. Equity instruments must be issued within 60 days of receiving the money, or the money refunded within the next 15 days. Step-by-step FC-GPR and FC-TRS filing.

Is approval needed, and how is the price fixed?

Most sectors are open under the automatic route; investment from a country sharing a land border with India needs government approval (Press Note 3 of 2020). Shares are issued at not less than fair value under Rule 21 of the FEMA (Non-debt Instruments) Rules, 2019, certified by a chartered accountant, merchant banker or cost accountant. More on Rule 21 valuations.

How does the 60-day and 30-day clock run for a Bengaluru round?

Illustration (assumed dates)

A Singapore fund remits ₹12 crore for CCPS on 3 March 2026. The CCPS must be allotted by 2 May 2026, sixty days after receipt, or the money returned within the following 15 days. The board allots on 20 April 2026, so Form FC-GPR is due on FIRMS by 20 May 2026. The conversion ratio is fixed in the CCPS terms on 20 April, and the conversion price cannot fall below the fair value at that date.

When money arrives in tranches, each remittance starts its own 60-day period, so board meetings and filings are planned around the earliest.

How do reverse flips to India work under FEMA?

Some Bengaluru startups that once set up a US or Singapore parent are moving the holding company back to India. One route is a share swap, which the FEMA (Non-debt Instruments) Rules allow under Rule 9A, with the swap valued by a SEBI-registered merchant banker or an investment banker abroad. The other is an inbound merger of the foreign parent into the Indian company under section 234 of the Companies Act and the Cross Border Merger Regulations.

Since 17 September 2024, a foreign holding company merging into its wholly owned Indian subsidiary can use the fast-track procedure under section 233 with RBI's prior approval (Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016), and an RBI amendment of 29 May 2026 aligned the Cross Border Merger Regulations with approvals by the Regional Director as well as the NCLT; a merger carried out in accordance with those regulations is treated as approved by RBI.

Foreign investment in Bangalore

Venture-funded startups

Most foreign investment into Bangalore startups comes under the automatic route, so the work is in pricing the shares, receiving the money through banking channels, allotting within 60 days and filing FC-GPR on time. Convertible notes and CCPS each have their own reporting points.

Indian arms of foreign technology groups

Subsidiaries of foreign groups report every capital infusion in FC-GPR, file the FLA return each year, and report downstream investments in Form DI when they invest in other Indian companies.

Convertible notes from foreign angels

A DPIIT-recognised startup can issue convertible notes to non-residents for ₹25 lakh or more in a single tranche, reported to RBI in Form CN; when the notes convert, the equity must meet the pricing rules.

About V Viswanathan & Associates

Frequently Asked Questions

What is the deadline for Form FC-GPR?

Within 30 days from the date of issue of the shares to the non-resident investor, filed on RBI's FIRMS portal and processed by the company's authorised dealer bank (Regulation 4(1) of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019). The shares themselves must be issued within 60 days of receiving the money, or the money refunded within 15 days after that.

What happens if FC-GPR or FC-TRS is filed late?

A delay of up to three years can usually be regularised by paying a late submission fee through the authorised dealer bank: ₹7,500 plus 0.025% of the amount involved for each year of delay (counted in months), capped at the amount involved, under RBI's A.P. (DIR Series) Circular No. 16 of 30 September 2022. A late FLA return attracts a flat ₹7,500. Longer delays and other contraventions are compounded by RBI on an application.

Where is a FEMA compounding application filed for a Bangalore company?

The RBI Regional Office at Bengaluru. Applications can be filed physically or on RBI's PRAVAAH portal, with a fee of ₹10,000 plus GST.

The money came in, but our Bengaluru board meeting slipped past 60 days. What now?

Holding the money beyond 60 days without allotting or refunding it is a contravention. A refund within the next 15 days avoids it; after that the contravention is regularised by compounding before the RBI Regional Office at Bengaluru. We review the dates before anything is filed.

Is Form FC-GPR needed when a foreign fund buys shares from an existing Bengaluru shareholder?

No. That is a transfer, reported in Form FC-TRS by the resident party within 60 days of the transfer or of the payment, whichever is earlier. FC-GPR covers only fresh issues by the company.

Do you have an office in Bangalore?

No. We serve Bangalore clients from our office at Spencer Plaza, Anna Salai, Chennai, through video consultations, secure document sharing and digitally signed filings and reports.

Related Services for Bangalore Businesses

Law stated as at 27 Oct 2026. Official sources: Companies Act, 2013 (MCA), FEMA and RBI directions (RBI), Registered valuers (IBBI). Reviewed by CA V. Viswanathan, FCA, ACS, CFE, IBBI Registered Valuer (IBBI/RV/03/2019/12333).