FEMA Consultant in Mumbai

With RBI's central office, SEBI and both stock exchanges in the city, many Mumbai transactions involve a listed company, a foreign portfolio investor or a regulated entity. For an unlisted company the rules are simpler, but the timelines are just as strict, and a missed FC-TRS on a secondary sale is an easy mistake to make.

Key facts for Mumbai 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.

Who files when a Mumbai shareholder sells to a foreign buyer?

A sale of unlisted shares by a resident to a non-resident is a transfer, not an issue, so the company does not file FC-GPR. The resident party files Form FC-TRS on FIRMS within 60 days of the transfer or of the receipt of the money, whichever is earlier, and the price must be at least the fair value under Rule 21.

Illustration (assumed dates)

The buyer pays on 10 June 2026 and the transfer is executed on 20 June 2026. The earlier date is 10 June, so FC-TRS is due by 9 August 2026. If the deal also gives the buyer an option to sell the shares back, the option cannot assure it a fixed exit price.

How is a late filing regularised for a Mumbai company?

Illustration (assumed figures)

An FC-GPR for ₹1.2 crore is filed 1 year and 3 months late. The late submission fee is ₹7,500 + 0.025% × ₹1,20,00,000 × 1.25 = ₹11,250, paid through the authorised dealer bank under RBI's Circular No. 16 of 30 September 2022.

Delays beyond three years, and contraventions that a fee cannot cure, are compounded. For foreign-investment cases with a Mumbai registered office the application goes to the RBI Regional Office at Mumbai; cases outside the categories assigned to regional offices and the New Delhi cell go to RBI's CEFA cell, also in Mumbai.

Foreign investment in Mumbai

Foreign portfolio and strategic investors

Mumbai companies see both foreign direct investment and investments by foreign portfolio investors. The two follow different limits and reporting, and a holding above 10% of a listed company is treated as foreign direct investment.

Overseas investment by Mumbai groups

Indian groups investing abroad from Mumbai follow the Foreign Exchange Management (Overseas Investment) Rules, 2022: the investment is made through the authorised dealer bank and an annual performance report is filed for each overseas entity.

Downstream investment by holding companies

A Mumbai holding company with foreign investment that invests in other Indian companies makes a downstream investment, which follows the same entry route, sectoral caps and pricing rules as direct foreign investment and is reported in Form DI within 30 days.

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 Mumbai company?

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

Does a Mumbai company file an FLA return if its only foreign shareholder is an NRI?

Yes, if the NRI holds the shares on a repatriation basis, because that is foreign investment. An NRI holding on a non-repatriation basis under Schedule IV of the FEMA (Non-debt Instruments) Rules is treated as a domestic investor.

Do you have an office in Mumbai?

No. We serve Mumbai 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 Mumbai 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).