What is FC-GPR?

Form FC-GPR is used for issue of capital instruments by an Indian company to a person resident outside India. It is a form issued by RBI under Foreign Exchange Management Act, 1999. When the company receives the foreign investment and against such investment the company allots shares to such foreign investor then it is the duty of the company to file details of such allotment of shares with The RBI within 30 days and for that company has to use the form FC-GPR (Foreign Currency- Gross Provisional Return) for submitting details with RBI.

The Reserve Bank, in the First Bi-monthly Monetary Policy Review dated April 5, 2018 announced that, with the objective of integrating the extant reporting structures of various types of foreign investment in India, it will introduce a Single Master Form (SMF) subsuming all the existing reports. With effect from September 01, 2018, five forms viz., FC-GPR, FC-TRS, LLP-I, LLP-II and CN were being made available for filing in SMF. The other three forms viz., ESOP, DI, and DRR are being made available for filing with effect from October 23, 2018. Form InVI would be made available subsequently. With effect from September 01, 2018, all new filings for the 5 forms and other three forms viz., ESOP, DRR and DI with effect from October 23, 2018 have to be done in SMF only.

Important Definitions

FIRMS: An online reporting platform for reporting of foreign investment in India in SMF. FIRMS provide a one stop shop, 24*7 online reporting facilities for the applicant.

2. SMF: A master form which provides for the reporting of 9 forms for foreign investment viz., FC-GPR, FC-TRS, LLP-I, LLP-II, CN, DRR, ESOP, DI, InVi. With effect from September 1, 2018, five forms viz., FC-GPR., FC-TRS, LLP-1, LLP-II and CN were made available. Other three forms viz., ESOP, DI and DRR are being made available for filing with effect from October 23, 2018. Form InVi would be made available subsequently.

3. Business User: The applicant reporting the for the transaction in Single Master form at FIRMS. A BU can use his login credentials for only the entity that has authorized him/her to report the transactions. If the person wants to act as a BU for another entity, he must register himself separately. Further, at the time of registration, BU has to select the IFSC code of the bank which would approve the eKYC (explained under the head “Registration of Business User”) and the reporting would be made in SMF. In case the IFSC details are changed i.e BU wishes to submit the reporting to another branch or another bank, the entity being the same, he/she needs to repeat the registration process for Business user with the new IFSC code and obtain separate Login.

4. E-KYC: Every business user has to be eKYC verified before any reporting can be made in the Single Master Form. This would ensure that only genuine Logins are made available in the FIRMS application. All eKYC would be verified by the AD banks.

5. KYC: Know Your Customer: For the remittance received from the non-resident investor, the KYC of the same is to be provided along with the forms in SMF as and where applicable and indicated. The format of the KYC is as below:

Legal Provisions

Companies Act, 2013

1. In case of issue of shares by an existing company, the shares are required to be allotted within 60 days from the date of receipt of the application money. If the company is not able to allot the securities within this period, it shall repay the application money to the subscribers within fifteen days from the expiry of sixty days.

2. In case of a newly incorporated company, the subscribers are mandatorily required to bring in subscription money within 180 days from the date of incorporation and the Directors are required to file a declaration to this effect with the Registrar.

There had never been any provision under Companies Act pertaining to timelines for bringing in subscription money in case of a private limited company. Through the insertion of section 10A, it is for the first time that some clarity has been brought in and bringing in of subscription money has been made time bound by the statute.

Under FEMA

1. It specifies that capital instruments (shares subscribed) are required to be issued to the investor within 60 days from the date of receipt of consideration which is similar with the provisions of Companies Act, 2013.

2. In case of a newly incorporated company, no timelines have been specified pertaining to bringing in of subscription money.