File FC-GPR when your Indian company issues fresh shares to a person resident outside India — a primary issue of new capital. File FC-TRS when existing shares change hands between a resident and a non-resident — a secondary transfer where no new shares are created. The simple test: did the company create and allot new shares (FC-GPR), or did shares move between two existing parties (FC-TRS)? Both are filed on the RBI FIRMS portal.
| Factor | FC-GPR | FC-TRS |
|---|---|---|
| What it reports | Fresh issue of capital instruments to a non-resident | Transfer of existing capital instruments between a resident and a non-resident |
| Type of event | Primary issue (new shares created) | Secondary transfer (shares change hands) |
| Who files | The Indian investee company | The resident party to the transfer (transferor or transferee) |
| Deadline | Within 30 days of allotment | Within 60 days of transfer or receipt of consideration, whichever is earlier |
| Where to file | FIRMS portal — Single Master Form | FIRMS portal — Single Master Form |
| Typical trigger | A priced equity round; a foreign VC subscribes to new shares | A founder sells secondary to a foreign fund; a foreign investor exits to a resident |
What is FC-GPR?
FC-GPR (Foreign Currency-Gross Provisional Return) is the return an Indian company files with the RBI after it issues capital instruments to a non-resident. Capital instruments means equity shares, fully and compulsorily convertible preference shares (CCPS) and fully and compulsorily convertible debentures (CCDs). The obligation sits with the company issuing the shares, and the return is due within 30 days of allotment.
FC-GPR is the filing that records the “shares go out” side of a fresh investment. If a US fund or your NRI co-founder wires money into your company in exchange for new shares, FC-GPR reports that issue. For the full procedure, see our step-by-step FC-GPR filing guide.
What is FC-TRS?
FC-TRS (Foreign Currency-Transfer of Shares) is the return filed when existing capital instruments are transferred between a person resident in India and a person resident outside India. No new shares are created — ownership of shares that already exist simply moves from one party to another.
FC-TRS covers a transfer in either direction: a resident selling shares to a non-resident, or a non-resident selling shares to a resident. The responsibility to file rests with the resident party to the transaction. A transfer between two non-residents is generally not reported on FC-TRS.
FC-GPR vs FC-TRS — the full comparison
The two forms look similar on the FIRMS portal and are often confused, but they report opposite kinds of events. Getting it wrong is the single most common reason a FIRMS filing is rejected or queried.
| Question | FC-GPR | FC-TRS |
|---|---|---|
| Are new shares created? | Yes — the company allots fresh shares | No — existing shares change owner |
| Does money go to the company? | Usually yes — into the company as share capital | No — consideration goes to the selling shareholder |
| Who has the filing duty? | The investee company | The resident transferor or transferee |
| Deadline | 30 days from allotment | 60 days from transfer or receipt of consideration |
| Pricing rules apply? | Yes — FEMA pricing guidelines | Yes — FEMA pricing guidelines |
| Valuation certificate needed? | Yes | Yes |
How do I know which one to file?
Ask one question: did the company create new shares, or did shares move between two parties?
- The company allotted new shares to a non-resident → FC-GPR.
- An existing shareholder sold or bought shares from a non-resident → FC-TRS.
A useful second check: follow the money. If the consideration went into the company as fresh capital, it is almost always FC-GPR. If the consideration went to a selling shareholder, it is FC-TRS.
Common scenarios — worked examples
- A foreign VC subscribes to your Series A round. The company issues new CCPS. → FC-GPR.
- A founder sells part of their holding to a foreign fund as secondary. Existing shares move from founder to fund. → FC-TRS, filed by the resident founder.
- A foreign angel exits and sells shares back to an Indian promoter. → FC-TRS, filed by the resident promoter.
- An NRI co-founder subscribes to fresh equity at incorporation. New shares allotted. → FC-GPR.
- CCDs convert into equity shares. Conversion is an issue of capital instruments. → reported via FC-GPR at conversion.
What happens if I file the wrong form or file late?
Filing the wrong form — FC-GPR for what was actually a transfer, or the reverse — usually means the AD bank or RBI queries the return, and you have to withdraw and re-file correctly. That burns weeks.
Filing late attracts a Late Submission Fee (LSF), which RBI calculates on the amount involved and the period of delay. The fee grows the longer the return sits unfiled. Beyond the fee, an unreported foreign investment is a FEMA non-compliance that surfaces as a red flag in the due diligence for your next round. In the filings we handle, the cleanest cap tables are the ones where FC-GPR or FC-TRS was treated as part of closing the transaction — not as an afterthought.
Frequently asked questions
What is the difference between FC-GPR and FC-TRS?
FC-GPR reports a fresh issue of shares by an Indian company to a non-resident. FC-TRS reports a transfer of existing shares between a resident and a non-resident. FC-GPR is a primary issue; FC-TRS is a secondary transfer.
Who is responsible for filing FC-TRS?
The resident party to the transfer — whether the resident is the buyer or the seller. The non-resident does not file it. FC-GPR, by contrast, is filed by the Indian investee company.
What is the deadline for FC-TRS?
FC-TRS must be filed within 60 days of the transfer of the capital instruments or the receipt or remittance of the consideration, whichever is earlier. FC-GPR has a tighter 30-day deadline from allotment.
Do I need a valuation certificate for both?
Yes. Both FC-GPR and FC-TRS must comply with FEMA pricing guidelines, and both require a valuation certificate supporting the price per share.
Is FC-TRS needed when a non-resident sells to another non-resident?
Generally no. FC-TRS reports transfers between a resident and a non-resident. A transfer between two non-residents is usually outside the FC-TRS reporting requirement, though specific facts should be checked.
Reviewed by CS Sapna Malpani, a practising Company Secretary based in Bangalore who handles FEMA and FDI reporting for venture-backed companies. This article is general information, not legal advice — confirm the current RBI Master Direction on Reporting under FEMA for your specific transaction. About Sapna Malpani.
Last reviewed: May 2026.