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.
Form FC-TRS is the report for a transfer of shares or other equity instruments where one side is a person resident outside India. Regulation 4(3) lists which transfers need the form, who must file it, and a single time limit of sixty days.
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-TRS is filed within sixty days of the transfer of equity instruments or receipt or remittance of funds, whichever is earlier. It covers transfers between non-residents on different bases, between a repatriable non-resident holder and a resident, transfers on a stock exchange by a non-resident, and instalment transfers. A sale between a non-repatriable non-resident holder and a resident is not reported in Form FC-TRS.
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 are not in the sources consulted. Where regulation 4(3) refers to transfers "in accordance with the rules" or to "Rule 9(6) of the Rules", this article cannot say what rule 9(6) covers; read it on the official site. The form's fields are likewise not described, because the Master Direction on Reporting is not in the sources. For preparing and filing the form, see our FC-TRS reporting service.
One typographical point: the Regulations print the form name both as "FC-TRS" and as "FCTRS". They are the same form; the spelling is quoted as printed.
Regulation 4(3): the four cases
Regulation 4(3) is headed "Form Foreign Currency-Transfer of Shares (FC-TRS)".
| Clause | Transfer reported | Who reports |
|---|---|---|
| 4(3)(a) | Transfer of equity instruments in accordance with the Rules between (i) a person resident outside India holding equity instruments in an Indian company on a repatriable basis and a person resident outside India holding them on a non-repatriable basis, and (ii) a person resident outside India holding on a repatriable basis and a person resident in India | The onus is on the resident transferor or transferee, or the person resident outside India holding on a non-repatriable basis, as the case may be |
| 4(3)(b) | Transfer of equity instruments on a recognised stock exchange by a person resident outside India | Such person |
| 4(3)(c) | Transfer of equity instruments prescribed in Rule 9(6) of the Rules; reported on receipt of every tranche of payment | The resident transferor or transferee |
| 4(3)(d) | Transfer of "participating interest / rights" in oil fields | Not stated separately in the clause |
The Note under 4(3)(a) carves out one case: a transfer by way of sale, in accordance with the Rules, between a person resident outside India holding equity instruments on a non-repatriable basis and a person resident in India "is not required to be reported in Form FC-TRS".
The time limit stands at the end of 4(3), as one sentence: "The form FCTRS shall be filed within sixty days of transfer of equity instruments or receipt / remittance of funds whichever is earlier."
Reading the time limit
The Regulations print "whichever is earlier". If the shares are transferred on 1 July and the money moves on 20 June, the sixty days run from 20 June. If funds move after the transfer, the sixty days run from the transfer date. For clause (c), where payment is in instalments, the report is on receipt of every tranche, and the clause fixes no separate period; the sixty-day sentence at the end of regulation 4(3) is the only time limit printed for the whole sub-regulation. The delay consequence is in regulation 5: the responsible person is liable to a late submission fee as the Reserve Bank decides in consultation with the Central Government. No formula is printed in the Regulations.
Who is "the onus" on?
The sub-regulation uses the word "onus" and points it at the resident in the clause (a) and (c) cases. Unless specifically stated otherwise, regulation 4 also says all reporting is made through or by an Authorised Dealer bank, in the format, periodicity and manner the Reserve Bank prescribes.
Example
Sapphire Textiles Limited, an invented Indian company, has a non-resident investor holding shares on a repatriable basis. The investor sells part of the holding to Rakesh Menon, a person resident in India. This is the second limb of clause (a): a transfer between a repatriable non-resident holder and a resident. The onus of reporting is on the resident transferee, Rakesh Menon, or the resident transferor where applicable; the form goes to the Authorised Dealer bank within sixty days of the transfer or of the payment, whichever is earlier. If the seller were instead an NRI holding shares on a non-repatriable basis and the buyer a resident, the Note says no FC-TRS is needed for that sale made in accordance with the Rules. If the NRI sold on a recognised stock exchange, clause (b) says the NRI reports in Form FC-TRS.
Whether the transfer was allowed at all, at what price and under which entry route, is for the Rules and the pricing directions, which are not in the sources. Our guides on FC-TRS filing, transfer of shares from a resident to a non-resident and from a non-resident to a resident cover that ground.
Later amendments and circulars should be checked.
Need help with FC-TRS?
A transfer that is lawful on its terms can still be reported late, or by the wrong person. Our FC-TRS reporting team works out which clause applies and files the form within the time limit.
Key takeaways
- Form FC-TRS is due within sixty days of the transfer or the receipt or remittance of funds, whichever is earlier.
- It covers transfers between repatriable and non-repatriable non-residents, repatriable non-residents and residents, stock exchange transfers by a non-resident, Rule 9(6) instalment transfers and oil-field participating interests.
- The onus is on the resident transferor or transferee in the cases clause (a) and (c) describe.
- A sale between a non-repatriable non-resident holder and a resident need not be reported in Form FC-TRS.
- Delay attracts a late submission fee under regulation 5.
Read next
- Form FC-GPR, ESOP, DRR and LLP returns: regulation 4
- FLA return, LEC and convertible note returns: regulation 4
- How to file FC-TRS: share transfer reporting
- Reporting forms for inbound investment: FC-GPR, FC-TRS and seven others
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.