The question
1 answer
Practising chartered accountants at ERPCA · 31 Aug 2026
In short
The money starts two clocks: shares must be allotted within 60 days of receipt, and the allotment must be reported to the RBI within 30 days after that. Miss either and you pay a late submission fee.
Before allotment: get the KYC of the remitter and the foreign inward remittance certificate from your bank. Obtain a valuation report (a chartered accountant or merchant banker using an internationally accepted method such as DCF); the issue price cannot be below that fair value. Confirm the activity is under the automatic route and that the investor is not from, or beneficially owned by, a land-border country, which would need prior government approval under Press Note 3 of 2020. Singapore is fine.
Company law: board meeting to approve the private placement, offer letter in PAS-4 to the named investor, special resolution if the authorised capital needs raising, then allotment by board resolution and PAS-3 within 15 days of allotment, share certificates within two months, and entries in the register of members. If the investor is getting preference shares, they must be compulsorily convertible to count as FDI.
RBI: register the company on the FIRMS portal (entity master) if not already done, then file Form FC-GPR through the single master form with the FIRC, KYC, valuation report, CS certificate and board resolution, within 30 days of allotment. Then every year, the FLA return by 15 July to report foreign liabilities. Your authorised dealer bank is the channel for all of it.
Next step
Get the valuation and KYC this week, allot inside the 60 days, and file PAS-3 and FC-GPR back to back.
General guidance on the facts given, not an engagement. Law as on the date of the answer.
Talk to ERPCA about your case →Your situation is a little different?
Post it free. Practising professionals in fema & foreign investment answer in writing, usually within 2–3 working days.
More questions people asked
All questions →Income tax & ITR filing
Selling a flat bought in 2012 for ₹38 lakh at ₹1.1 crore. How much capital gains tax, and how can I save it?
2 Aug 2026
International tax & NRI
Moved back from the US in February 2026 after six years. What is my residential status for FY 2025-26 and 2026-27, and how are my 401(k) and RSUs taxed?
17 Aug 2026
Income tax & ITR filing
Got an SMS from the Income-tax Department about high-value transactions: ₹12 lakh credit-card spend and mutual-fund purchases. Is this a notice?
24 Sep 2026