Overview
Setting up an Indian subsidiary is only the beginning. Every subsequent capital infusion triggers FC-GPR. Every FY-end triggers the FLA return on 15 July. Every secondary share transfer between a resident and non-resident requires FC-TRS within 60 days. Dividend repatriation requires board and shareholder resolutions, tax withholding, and in some cases RBI reporting. Royalty and service fee payments to the parent company require transfer pricing documentation and FEMA scrutiny. We manage both layers of compliance so that your Indian operations remain in good regulatory standing with both MCA and the Reserve Bank of India.
Key Compliance Obligations
FC-GPR — Capital Infusion Reporting
Every allotment of shares to the foreign parent or other non-resident must be reported via FC-GPR on the FIRMS portal within 30 days. The filing requires: valuation report (FMV from a SEBI-registered merchant banker or CA using DCF), board resolution for allotment, and Foreign Inward Remittance Certificate (FIRC).
FLA Return — Annual FEMA Reporting
All Indian companies with any FDI or overseas investment on their balance sheet must file the FLA (Foreign Liabilities and Assets) Return with the RBI by 15 July each year. Failure attracts penalties and RBI notice. The return covers all foreign equity, loan, and trade credit positions.
FC-TRS — Secondary Transfers
When a resident shareholder transfers shares to the foreign parent (or vice versa), FC-TRS must be filed within 60 days. The transfer price must be within the FEMA pricing guidelines (FMV bands), and both buyer and seller must report to their respective AD Banks.
Annual MCA Compliance
Indian subsidiaries are subject to the full Companies Act compliance framework — MGT-7, AOC-4, DIR-3 KYC for all Indian and overseas directors, minimum 4 board meetings, and secretarial audit if applicable. Overseas directors holding DINs must also complete DIR-3 KYC annually.
Outbound Payments — Royalties & Service Fees
Payments from the Indian subsidiary to the foreign parent for royalties, technical services, or management fees are governed by both FEMA and transfer pricing rules. Appropriate board resolutions, tax withholding (including equalisation levy where applicable), and transfer pricing documentation must be maintained.
Common Compliance Failures
These are the gaps we most frequently encounter when onboarding foreign subsidiaries & mncs clients — situations that require remediation before the company can present a clean compliance record to investors, lenders, or acquirers.
- FC-GPR not filed within 30 days of capital allotment — FEMA Section 13 penalty, compounding required
- FLA return missed — RBI notice and penalty
- Overseas directors ignoring DIR-3 KYC — DIN deactivated, company filings blocked
- Transfer pricing documentation missing for royalty and service fee payments
- Dividend repatriation without proper board/shareholder resolution and TDS compliance
Key Risk
Late FC-GPR filing is a FEMA violation subject to penalty under Section 13 — up to 3 times the amount involved, or ₹2 lakh per day of default. Compounding with the RBI is the remedy, but it requires filing, fee, and regulatory engagement.
How We Help
We provide end-to-end governance and compliance support for foreign subsidiaries & mncs companies — from maintaining the annual compliance calendar to managing FEMA filings, structuring equity events, and preparing for investor due diligence. Every engagement is handled by a qualified governance and advisory professional with direct client access.