Regulation 4 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Regulation 4 lists the reports that must follow an investment in India by a person resident outside India. This article takes the five that follow an issue or receipt of consideration: Form FC-GPR for equity issued to a non-resident, Form ESOP for employee stock options, Form DRR for depository receipts, and Forms LLP (I) and LLP (II) for limited liability partnerships.
These are the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (Notification No. FEMA. 395/2019-RB, October 17, 2019), as per the text on the Reserve Bank's site, amended up to June 13, 2026. Form FC-GPR is due not later than thirty days from the date of issue of equity instruments. Form ESOP, Form DRR and Form LLP (I) are each due within 30 days, and Form LLP (II) within 60 days. Unless the Regulations say otherwise, reports go through or by an Authorised Dealer bank, and delay attracts a late submission fee.
Authority and what is not here
The Regulations are made under "section 47 of the Foreign Exchange Management Act, 1999 ... and consequent to the Foreign Exchange Management (Non-Debt Instrument) Rules, 2019". See the Act articles on sections 47 and 48 and section 6. The Rules, and the Master Direction on Reporting, are not in the sources consulted. Forms are therefore named as the Regulations name them, and their fields are not described. The Rules define "foreign direct investment"; for the filing process, our guides FDI reporting: FC-GPR, FC-TRS and Form APR and how to file FC-GPR on the FIRMS portal cover them. For preparation and filing, see our FDI reporting service.
Regulation 4 opens: "The reporting requirement for any Investment in India by a person resident outside India shall be as follows". The sub-regulations below are numbered (1) to (12); the later ones are in the next two articles.
The five reports
| Sub-regulation | Form | Who files | Time limit as printed |
|---|---|---|---|
| 4(1) | Form Foreign Currency-Gross Provisional Return (FC-GPR) | An Indian company issuing equity instruments to a person resident outside India, where the issue is reckoned as foreign direct investment as defined under the Rules | Not later than thirty days from the date of issue of equity instruments |
| 4(4) | Form Employees' Stock Option (ESOP) | An Indian company issuing employees' stock option to persons resident outside India who are its employees or directors, or employees or directors of its holding company, joint venture or wholly owned overseas subsidiary or subsidiaries | Within 30 days from the date of issue of employees' stock option |
| 4(5) | Form Depository Receipt Return (DRR) | The Domestic Custodian, for the issue or transfer of depository receipts issued under the Depository Receipt Scheme, 2014 | Within 30 days of close of the issue |
| 4(6) | Form LLP (I) | A Limited Liability Partnership receiving consideration for capital contribution and acquisition of profit shares | Within 30 days from the date of receipt of the amount of consideration |
| 4(7) | Form LLP (II) | For disinvestment or transfer of capital contribution or profit share between a resident and a non-resident (or vice versa); the onus of reporting is on the resident transferor or transferee | Within 60 days from the date of receipt of funds |
Notes on each report
Form FC-GPR (4(1)). The sub-regulation adds that issue of "participating interest / rights" in oil fields shall be reported in Form FC-GPR. The regulation 3 mode of payment and the sixty-day issue rule, explained in our first article on regulation 3, come before this report: the thirty days run from the issue of the instruments, not from receipt of money.
Form ESOP (4(4)). This covers stock options issued to non-resident employees and directors of the company, and of its holding company, joint venture or wholly owned overseas subsidiary or subsidiaries. The thirty days run from the date of issue of the employees' stock option.
Form DRR (4(5)). The filer is the Domestic Custodian, not the issuer. The Regulations name the Depository Receipt Scheme, 2014 in the sub-regulation; that Scheme is not in the sources consulted.
Forms LLP (I) and LLP (II) (4(6) and 4(7)). Form LLP (I) follows receipt of consideration for capital contribution and profit share. Form LLP (II) follows a transfer between a resident and a non-resident, with the resident carrying the reporting duty. Its period of 60 days runs from receipt of funds.
Two provisos that apply across regulation 4
Regulation 4 ends with two provisos, which apply to the whole list:
- the format, periodicity and manner of submission of the reporting shall be as prescribed by the Reserve Bank; and
- unless specifically stated in the Regulations, all reporting shall be made through or by an Authorised Dealer bank, as the case may be.
Regulation 5 adds that the person or entity responsible for filing the reports in regulation 4 is liable to pay a late submission fee, as the Reserve Bank decides in consultation with the Central Government, for any delay in reporting. Regulation 5 is explained in our article on Form DI and the late submission fee. No fee formula is printed in the Regulations.
Example
Greenline Foods Private Limited, an invented company, allots equity shares to an overseas investor on 10 June after receiving funds in May. Under 4(1) the Form FC-GPR is due not later than thirty days from 10 June, the date of issue, not from the date the money arrived. If the company grants stock options to a director of its overseas parent, Form ESOP is due within 30 days from the date of issue of the option. If a partner in an LLP transfers a profit share to a non-resident, the resident reports in Form LLP (II) within 60 days from receipt of funds.
Later amendments and circulars, including the Reserve Bank's reporting formats, should be checked.
Need help with FC-GPR or LLP returns?
A late report is a reporting default even if the investment itself was permitted. Our FDI reporting team prepares the form, checks the time limit against the date of issue and files through the bank.
Key takeaways
- Form FC-GPR: not later than thirty days from the date of issue of equity instruments.
- Form ESOP, Form DRR and Form LLP (I): within 30 days; Form LLP (II): within 60 days from receipt of funds.
- Reports go through or by an Authorised Dealer bank unless the Regulations say otherwise; the Reserve Bank prescribes format and manner.
- Delay attracts a late submission fee decided by the Reserve Bank; no formula is printed in the Regulations.
- The Rules and the Master Direction on Reporting are outside the sources, so form fields are not described.
Read next
- Form FC-TRS for share transfers: regulation 4(3)
- FLA return, LEC and convertible note returns: regulation 4
- Form DI and the late submission fee: regulations 4 and 5
- Form FC-GPR: purpose, applicability and format
Disclaimer: Based on the rules, regulations and Reserve Bank Master Directions under the Foreign Exchange Management Act, 1999 that this article names, each in the version and up to the date stated in the article, as consulted on 2 October 2026. Some texts are third-party copies or older prints and are identified as such. Limits, forms and time limits change by amendment and circular; later changes should be checked on the Reserve Bank and Gazette sites. This article is general information, not legal advice; check the official text before acting.