RBI Compliance Consultancy for foreign investment, FLA return and FEMA filings

What is RBI compliance consultancy?

RBI compliance consultancy is professional help with the reporting and approvals that Indian companies owe to the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 (FEMA). The most common cases are a company that receives money from a foreign investor, a company whose shares are sold to or by a non-resident, and a company that holds foreign assets or liabilities. BizSetups prepares the documents, files the returns on the RBI and authorised dealer bank channels and tracks the time limits. The rules change from time to time, so we check the current RBI master directions and circulars for every case. You can read the primary source on the Reserve Bank of India website.

Who needs RBI compliance consultancy?

You will usually need it if your business falls in one of these groups:

• An Indian company that has issued shares to a foreign investor or a person resident outside India.
• A company where shares move between a resident and a non-resident.
• An Indian subsidiary of a foreign parent, or a foreign company setup in India.
• A company with overseas investment, foreign borrowing or foreign assets and liabilities.
• A startup that wants DPIIT recognition and receives foreign funding.

If none of these apply today but you plan to take foreign money, speak to us before the term sheet is signed. The route chosen at that stage decides the forms later.

FC-GPR and FDI reporting to RBI

When an Indian company allots shares or convertible instruments to a person resident outside India against foreign investment, the company reports the allotment to the RBI. This is usually done in Form FC-GPR. The reporting follows the time limit in the FEMA rules, which is generally within 30 days of the allotment of shares. Reporting is now routed through the RBI FIRMS portal under the Single Master Form framework, with documents such as the foreign inward remittance certificate, KYC of the investor and a valuation report where the pricing rules apply. Your private limited company must also follow the sectoral caps, entry routes and pricing rules for the business activity. Whether approval is needed before the investment depends on the sector and the route.

Transfer of shares between resident and non-resident

If shares are sold by a resident to a non-resident, or the other way around, the transaction is reported in Form FC-TRS, generally within 60 days of the transfer or receipt of funds, whichever is earlier. The pricing guidelines, the mode of payment and the KYC of the buyer all matter. Which documents and which reporting are needed depends on the transaction, so share the facts with us and we will map the route. Related changes in the cap table also need updates in the company registers. See company information changes for the ROC side.

Annual FLA return filing

The Foreign Liabilities and Assets (FLA) return is an annual return on the RBI portal for companies that have received foreign direct investment or made overseas direct investment. It reports the foreign assets and liabilities of the company as of the end of the financial year. The deadline has been 15 July for the preceding year in recent instructions. A company that did not receive FDI or hold overseas assets in that year may still need to file a nil return if it is in the reporting universe, which depends on the facts. We prepare the data from your audited or provisional accounts and file it on the portal.

LEI, ODI, ECB and DPIIT in brief

• LEI: the Legal Entity Identifier is a 20-character code. RBI requires it for specified large borrowers and for certain cross-border transactions. The thresholds depend on the current circulars, so we confirm them for you before we apply with an accredited issuer.
• ODI: overseas direct investment by an Indian company in a foreign entity follows the FEMA rules, with reporting after the investment. Eligibility and limits depend on the transaction.
• ECB: external commercial borrowing from a non-resident lender needs a loan registration number and periodic reports, and eligibility depends on the lender, the end use and the cost.
• DPIIT recognition: startup recognition under Startup India can help with tax benefits and other support. Approval usually takes 10 to 15 working days, depending on the documents.

How our RBI compliance consultancy works

1. Fact check: we ask for the transaction summary, the shareholding and the accounts.
2. Route and rules: we confirm the applicable FEMA rule, pricing and the sector route.
3. Documents: we collect and review the bank certificates, valuations and KYC.
4. Filing: we file on the correct portal with your authorised dealer bank where needed.
5. Follow-up: we answer queries, collect acknowledgements and record the next due date.

What happens if you file late or file wrongly?

A late or wrong FEMA filing can lead to a late submission fee, a compounding application and closer scrutiny by the authorised dealer bank and the regulator. It can also hold up a later round of funding, as investors check earlier compliance during due diligence. The exact consequence depends on the facts and the period of delay. Where a filing has already been missed, we first assess the position and discuss the options with you. Keep your annual MCA compliance and income tax records aligned with these filings, because the numbers in all three must agree.

Why choose BizSetups for RBI compliance consultancy

Our team works on FEMA reporting alongside company law and tax, so the filing is checked against your share records, accounts and bank documents together. We explain each step in plain English. If a case needs a chartered accountant, company secretary or lawyer opinion beyond our scope, we say so openly. Call us on +91 92788 13303 or use contact us to share your case.