FDI Advisory in India 2026

Setting up foreign direct investment in India means navigating FEMA 1999, the Consolidated FDI Policy, and a maze of RBI reporting forms before a single rupee enters the country. If you are a founder raising overseas equity, an Indian company issuing shares to a foreign investor, or an NRI repatriating capital, the compliance stakes are high. FEMA violations attract penalties up to three times the contravention amount under section 13 of FEMA 1999, and delayed filings attract penal interest at three per cent above the prevailing RBI repo rate per month. In 2026, the DPIIT continues to tighten sectoral caps under the automatic route, and the RBI's FIRMS portal has become mandatory for all reporting. KAMRIT Financial Services LLP provides end-to-end FDI Advisory: from determining the applicable route (automatic or government), preparing the post-allotment FC-GPR or FC-TRS filings, obtaining government approval under Press Note provisions where needed, to ensuring seamless annual reporting through Form ARF. We handle the regulatory interface so you can focus on your business.

What is FDI Advisory in India 2026?

FDI Advisory is a regulatory compliance service that governs the inflow of foreign capital into an Indian entity and ensures that every rupee invested is reported correctly to the RBI under FEMA 1999. Unlike a simple company registration, FDI advisory covers the entire lifecycle: from advising on permissible sectoral caps under the DIPP Consolidated FDI Policy (now DPIIT), to filing Form FC-GPR within 30 days of share allotment under FEMA 20(R), to filing Form FC-TRS within 60 days of any transfer of shares or debentures to a non-resident under FEMA 20(R)(v). The RBI is the enforcing authority through its regulated entity framework, while the DPIIT sets sector-specific caps and conditions. Any Indian company receiving foreign investment, any non-resident selling shares of an Indian company, or any resident receiving diaspora remittances for capital account transactions needs FDI advisory. Whether the transaction falls under the automatic route (no prior approval needed) or the government route (DPIIT/Sectoral Ministry approval required), the reporting architecture remains identical: all filings flow through the RBI's FIRMS portal and are governed by the FEMA (Non-Debt Instruments) Rules 2019 framed under FEMA 1999.

Who needs this

FDI Advisory is not a one-size-fits-all filing. It applies to specific transaction types, entity categories, and sector conditions. Below are the concrete triggers that activate the need for FDI compliance.

• Any Indian company allotting shares or convertible debentures to a foreign entity or NRI, regardless of the amount, under the automatic or government route.
• Non-resident investors seeking to acquire shares of an existing Indian unlisted or listed company through private placement or open offer.
• Indian startups or scale-ups raising Pre-Series A or Series A equity from foreign venture capital funds, angel investors, or sovereign wealth funds.
• Existing shareholders of an Indian company transferring shares to a foreign buyer, triggering Form FCTRS within 60 days of the transaction.
• Companies operating in sectors with government-route restrictions such as telecom (Press Note 1 of 2019), defence (automatic route up to 49%), and multi-brand retail (up to 51% under specific conditions).
• Companies receiving foreign investment through the LLPS route, where the LLP itself becomes an Indian entity under FEMA regulations.
• Indian companies undergoing a change in shareholding pattern that crosses the reporting threshold of any sectoral cap, even if no new capital is invested.
• Non-resident Indians exercising employee stock options or ESOPs that result in equity allotment, requiring downstream FC-GPR or FC-TRS filings.
• Companies receiving foreign technology transfer fees or royalty payments under the automatic route, which must be reported separately under Form FC-TRS.
• Foreign entities establishing a branch office, liaison office, or project office in India, which requires approval under FEMA 1999 and RBI guidelines.

Documents required

The document stack for FDI filings is transaction-specific. The RBI expects certified true copies with notarisation or apostille for foreign-origin documents. KAMRIT prepares the complete filing package including all regulatory declarations.

• Certified copy of the passed Board resolution authorising the issuance or transfer of shares to a non-resident, as required under section 179 of the Companies Act 2013.
• Shareholders' special resolution in Form MGT-14 where the transaction exceeds the threshold under section 62 of the Companies Act 2013 or where sectoral cap changes are involved.
• Share subscription agreement or share purchase agreement executed between the Indian company and the foreign investor, clearly specifying the number of shares, price per share, and mode of payment.
• Valuation report from a registered merchant banker or chartered accountant confirming the fair value of shares as per FEMA guidelines and SEBI (ICDR) Regulations 2018 for listed companies.
• Form FC-GPR (Part A for allotment, Part B for reporting after receipt of foreign currency) filed through the RBI FIRMS portal within 30 days of share allotment under FEMA 20(R).
• Form FC-TRS in cases of share transfer, filed within 60 days of the transaction, with KYC documents of both transferor and transferee.
• Copy of the FDI government's approval letter or Press Note reference number where the transaction falls under the government route (for example, sectoral ministry approval under the defence sector guidelines).
• Certificate of Incorporation and PAN card of the Indian company, along with the latest audited financial statements for valuation support.
• Passport and address proof of the foreign investor (for individual investors) or Certificate of Incorporation and board resolution for corporate investors, apostilled or notarised under applicable conventions.
• KYC declaration from the authorised dealer bank (AD bank) confirming compliance with Know Your Customer norms and AML guidelines under FEMA 1999.
• Form ARF (Annual Return on Foreign Liabilities and Assets) filed with the RBI by the Indian company, covering all foreign equity and debt obligations.

How KAMRIT runs it, step by step

KAMRIT follows a structured, eight-step FDI advisory workflow from initial diagnosis to final RBI acknowledgment. Each step is tracked against regulatory timelines mandated under FEMA 1999.

1. Route Determination and Sectoral Cap Check. KAMRIT reviews the intended investment sector, analyses the DPIIT Consolidated FDI Policy 2020, and classifies the transaction as automatic route or government route. For sectors like insurance, defence, or telecom, we identify the applicable Press Note conditions and confirm sectoral caps. This step is critical because proceeding on the wrong route attracts penalty proceedings under section 13 of FEMA 1999. The output is a written FDI route opinion with sectoral compliance notes.
2. Entity and Transaction Structuring. If the Indian entity is a fresh incorporation, KAMRIT coordinates SPICe+ Part A (company name reservation) and Part B (incorporation) on the MCA21 portal under the Companies Act 2013. If it is an existing company, we review the capital structure, check authorised versus paid-up capital headroom, and advise on share premium settings to accommodate the proposed foreign investment at the correct valuation. This step includes reviewing the Articles of Association for alien suffrage or non-resident shareholding restrictions.
3. Valuation and Pricing Compliance. For transactions involving issue of new shares, KAMRIT arranges a valuation certificate from a SEBI-registered merchant banker or a practising chartered accountant under FEMA guidelines. The price per share must comply with the FEMA 20(R) pricing norms: for unlisted companies, the price cannot be less than the fair value determined by a recognised valuation method; for listed companies, the pricing follows SEBI (ICDR) Regulations 2018 floor price requirements. We prepare the complete pricing documentation package to support the FC-GPR filing.
4. Government Route Approval (if applicable). For transactions requiring government approval, KAMRIT prepares the DPIIT application with the sectoral ministry reference, filing through the e-Biz portal or the respective ministry's online portal. For example, defence sector investments above 49% require approval under the Cabinet Committee on Economic Affairs (CCEA) route. We track the application, respond to any queries from the Investment and Manufacturing Promotion Division (IMPD), and obtain the Press Note clearance letter before proceeding to share allotment. Government route timelines typically run 8 to 12 weeks.
5. Form FC-GPR Filing on RBI FIRMS Portal. Within 30 days of share allotment under FEMA 20(R), KAMRIT files Part A of Form FC-GPR on the RBI FIRMS portal. Part B is filed after receipt of foreign currency in the designated bank account, confirming the actual inflow. The authorised dealer bank is simultaneously intimated. The FIRMS portal generates an ARN (Acknowledgment Reference Number) which must be retained as proof of timely filing. Penalties for late filing accrue at the prescribed rate per month of delay.
6. Form FC-TRS Filing (for share transfers). Where the transaction involves transfer of existing shares from a resident to a non-resident or vice versa, KAMRIT files Form FCTRS on the FIRMS portal within 60 days of the transaction date. Both the transferor and transferee submit their respective parts through their respective AD banks. KAMRIT coordinates with both AD banks to ensure matched reporting and obtain dual ARN references.
7. Post-Filing Compliance and AD Bank Coordination. KAMRIT liaises with the company's authorised dealer bank (AD bank) to ensure the bank's reporting to the RBI aligns with KAMRIT's FIRMS filings. Any mismatch between the AD bank's reporting and the company's FIRMS filing creates a compliance red flag. We also ensure that the FEMA-LRS reporting for capital account transactions is correctly mapped and that the bank credits the foreign inward remittance advice correctly to the company's current account.
8. Annual Reporting and Ongoing FEMA Compliance. KAMRIT sets up a compliance calendar for the Indian entity covering Form ARF (Annual Return on Foreign Liabilities and Assets) submitted to the RBI by July 15 each year, Form ODI (if the Indian company has made an overseas direct investment), and any subsequent FC-GPR amendments. For companies with complex cap table changes or multiple funding rounds, we provide a standing advisory retainer to handle each tranche of foreign investment within the FEMA reporting framework.

Timeline

The end-to-end FDI Advisory engagement from kickoff to RBI acknowledgment typically runs 4 to 8 weeks, but this is segmented into KAMRIT-controlled stages and regulator-controlled stages. The route determination, document preparation, and valuation stage is KAMRIT-controlled and runs 7 to 10 working days from receipt of client documents. The FIRMS filing itself is processed within 1 to 3 working days of submission. The government route approval stage, however, is controlled entirely by the DPIIT and sectoral ministries and runs 8 to 12 weeks for transactions requiring CCEA or FIPB-successor approvals. For the automatic route, the total timeline from engagement to ARN generation is typically 3 to 5 weeks, assuming all corporate approvals are in place and the foreign investor's KYC and bank remittance are expedited. For listed company transactions involving SEBI regulations, add 2 to 3 weeks for ICDR compliance. Any delay in document submission from the client side or AD bank processing time directly extends KAMRIT-controlled stages.

How our pricing compares

KAMRIT's FDI Advisory starts at ₹11,899 for a standard automatic-route transaction involving a single allottee and FIRMS filing. This includes route determination, document checklist, FC-GPR or FC-TRS preparation and filing, and one round of AD bank coordination. IndiaFilings prices FDI Advisory at ₹14,900 to ₹24,900 depending on transaction complexity and the number of allottees, with government route filings attracting additional charges of ₹8,000 to ₹15,000. Vakilsearch charges ₹18,000 to ₹35,000 for FDI filings, positioning on their legal counsel overlay, though their FEMA desk turnaround has been reported at 10 to 15 working days. ClearTax charges ₹20,000 upwards for FDI advisory with an ITR/PAN/Udyog Aadhaar bundling approach that may not suit pure-play FDI needs. LegalRaasta offers FDI packages at ₹12,000 to ₹20,000 but has limited sector-specialist coverage for Press Note transactions. KAMRIT's ₹11,899 starting price is the most competitive among named competitors for standard automatic-route filings, and our FEMA-specialist team covers government-route filings at transparent add-on pricing without bundling unrelated compliance services. Government fees, stamp duty, AD bank charges, and DPIIT portal fees are not included in any competitor's published package and are excluded from KAMRIT's starting price, with full fee transparency provided in the engagement letter.

Common mistakes KAMRIT avoids

FDI compliance errors are costly because the RBI levies both monetary penalties and publishes contraventions in its monthly press releases. Most first-timers fail not on the transaction itself but on the reporting architecture around it.

• Filing Form FC-GPR beyond the 30-day window without applying for condonation to the RBI, triggering automatic penal interest at RBI repo rate plus 3 per cent per month of delay.
• Incorrectly classifying a government-route sector as automatic route, leading to an invalid filing and potential FEMA contravention proceedings under section 13.
• Using the wrong pricing method for share allotment, particularly for preference shares or optionally convertible debentures, violating FEMA 20(R) pricing norms.
• Not obtaining a fresh valuation certificate for each tranche of investment when the time gap between tranches exceeds 12 months.
• Missing Form ARF annual filing, which applies to every Indian company with foreign investment regardless of whether the investment is active or dormant.
• Proceeding with share transfer without verifying that the buyer or seller is not on the Reserve Bank's watchlist or debarred from capital account transactions.
• Allowing the AD bank to file its own version of the inflow report independently of the company's FIRMS filing, creating a mismatch that triggers RBI scrutiny.
• Not updating the MCA21 records (Form PAS-3 for share capital changes) in sync with the FEMA filings, leading to discrepancies between the MCA registry and RBI's FDI data.