FC-TRS Filing in India 2026: Process, Documents, Fees and Penalties

When ownership of an Indian company’s shares changes between a resident and a non-resident, the transfer may need to be reported to the Reserve Bank of India (RBI). The report is basically filed in Form FC-TRS through the official RBI FIRMS portal. For a founder selling shares to a foreign investor, the filing deadline can arrive before the parties expect.

Here is a practical guide to the FC-TRS filing process, documents, fees and consequences of delay in India in 2026.

Quick Summary

RBI's regulations on non-debt instruments set out these reporting rules and the deadline.

When Is FC-TRS Required?

FC-TRS is generally required for a reportable transfer of equity instruments of an Indian company between a resident and a non-resident. A common example is a resident startup founder selling existing shares to a foreign venture capital investor.

RBI rules also cover transfers between two non-residents where one holds the instruments on a repatriable basis and the other on a non-repatriable basis. The rules identify other specific reporting situations, including certain transfers on a recognised stock exchange. They also provide an exception for a sale between a resident and a non-resident whose holding is on a non-repatriable basis. Check the parties’ status and the nature of their holdings before deciding whether to file.

FC-TRS concerns a transfer of existing instruments. When an Indian company issues new equity instruments to a foreign investor and the issue qualifies as foreign direct investment, the company generally reports the issue in Form FC-GPR instead.

Who Is Responsible for Filing?

For a reportable transfer between a resident and a non-resident, the resident transferor or transferee has the reporting responsibility. For the specified transfer between a non-resident holding on a repatriable basis and one holding on a non-repatriable basis, the non-resident holding on a non-repatriable basis is responsible. RBI separately identifies the reporting party for transfers on a recognised stock exchange.  

The buyer, seller and Indian company should agree who will gather the documents well before closing. This helps the responsible filer obtain payment evidence, valuation support and company information on time.

Remind Legal can help identify the reporting party and review the transfer documents before filing.

FC-TRS Filing Deadline: How Are 60 Days Counted?

File within 60 days of the transfer of equity instruments or the receipt or remittance of funds, whichever occurs earlier. The clock does not necessarily start on the date written at the top of the share purchase agreement. Confirm when the shares were transferred and when the money moved.  

For specified transfers involving the deferred consideration, RBI requires the FC-TRS reporting on receipt of every tranche of payment. Do not assume that one filing after the final instalment will cover the transaction. 

Before filing, also check the applicable foreign investment eligibility, sectoral limits, approvals, pricing rules and permitted payment route. Filing a form does not cure a problem with the underlying transfer.

FC-TRS Documents Required in India

The attachments depend on the transaction and the reviewing AD bank’s checklist. The following is a practical preparation list, rather than a universal list of mandatory attachments: -

Confirm the final attachments with the AD bank. In particular, ensure that names, instrument counts, prices and dates match across the form and supporting records.

How to File FC-TRS on the RBI FIRMS Portal

1. Check whether the transfer is reportable - Confirm the parties’ residential status, holding basis, instruments and various applicable exceptions, if any.
2. Calculate the deadline - Record both the transfer date and the date funds were received or remitted.
3. Collect the supporting records - Obtain the executed transaction documents, valuation support, payment evidence and the AD bank’s requested attachments.
4. Complete the Form FC-TRS - Log in through the appropriate or suitable FIRMS user access, select the FC-TRS and then enter the company, parties, instruments, consideration and various transfer details.
5. Upload, submit and track the filing - Address any AD bank query promptly. Keep the submission acknowledgement, correspondence and final filing status.

FC-TRS Fees and Penalties for Late Filing

RBI’s late submission fee (LSF) is a charge for delayed reporting, not a standard fee for every timely FC-TRS filing. Bank charges, if any, and professional fees should be confirmed separately.

Under RBI’s published LSF matrix, the calculation for a delayed FC-TRS return is ₹7,500 + (0.025% × A × n). Here, A is the amount involved in the delayed report and n is the delay in years, rounded upwards to the nearest month and expressed to two decimal places. RBI applies further conditions and limits, so ask the AD bank to confirm the amount rather than treating the formula alone as a final demand. The LSF option is generally available for up to three years from the reporting due date.

If the filing is overdue, then submit it promptly and then discuss the LSF route with the AD bank. A breach of pricing, eligibility or the payment rules is a separate FEMA issue; paying LSF for the delayed reporting does not automatically resolve it. Where it's applicable, a contravention may require the separate consideration under the RBI’s compounding framework and structure.

Conclusion

For FC-TRS, the key steps are to confirm that the transfer is reportable, identify the correct filer, calculate the 60-day deadline and keep consistent transaction records. Starting these checks before the share transfer makes the portal filing easier and leaves time to respond to bank queries.

For support with an FC-TRS filing or delayed report, contact Remind Legal.