Regulation 9 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 9 puts five duties on a person resident in India who makes ODI: to give the authorised dealer bank evidence of the investment within six months, to obtain a Unique Identification Number before the money goes out, to route transactions through one designated bank, to repatriate dues within ninety days, and, for an acquisition by bidding, to deal with earnest money and bid bonds as the regulation says. Paragraph 16 of the Reserve Bank's Master Direction adds how banks handle the first three.
As per the copy of the notification consulted (No. FEMA 400/2022-RB, as notified on 22 August 2022), a person resident in India acquiring equity capital reckoned as ODI must submit share certificates or other relevant documents to the AD bank within six months of remittance or capitalisation, obtain a UIN through the designated AD bank before outward remittance or acquisition, route all transactions through that bank, and repatriate dues, disinvestment proceeds and liquidation proceeds within ninety days. If the evidence does not arrive in six months, the Master Direction says the funds remitted must be repatriated within that period.
The text and its footing
The Regulations are made by the Reserve Bank under sub-section (1) and clause (a) of sub-section (2) of section 47 of the Foreign Exchange Management Act, 1999; see sections 47 and 48 and section 4. The text is taken from a third-party copy of the notification as notified on 22 August 2022; later amendments are not shown. The Master Direction - Overseas Investment (FED Master Direction No.15/2024-25, July 24, 2024, "Updated as on April 01, 2026") is read beside it. Later amendments and circulars should be checked on the Reserve Bank and Gazette sites. For an ODI you are planning or have made, our ODI reporting team can track these duties for you.
Regulation 9(1): evidence of investment
A person resident in India acquiring equity capital in a foreign entity, which is reckoned as ODI, shall submit to the AD bank share certificates or any other relevant documents, as per the applicable laws of the host country or host jurisdiction, as evidence of the investment, within six months from:
- the date of effecting remittance; or
- the date on which the dues to such person are capitalised; or
- the date on which the amount due was allowed to be capitalised, as the case may be.
Paragraph 16(2) of the Master Direction adds: if the evidence is not submitted within the six months, the funds remitted overseas shall be repatriated within the said period of six months. The designated AD bank retains the evidence, monitors receipt and satisfies itself about the bona fides of the documents.
Regulation 9(2) and (3): UIN and designated bank
A person resident in India, through its designated AD bank, shall obtain a Unique Identification Number or "UIN" from the Reserve Bank for the foreign entity in which the ODI is intended, before sending outward remittance or acquisition of equity capital, whichever is earlier. The person shall designate an AD bank and route all transactions relating to a particular UIN through it. Where more than one person resident in India makes financial commitment in the same foreign entity, all of them route transactions relating to that UIN through the AD bank designated for that UIN.
Paragraph 16(3) of the Master Direction says Form FC is submitted with requisite documents to the AD bank for obtaining the UIN on or before making the initial ODI; the AD bank verifies and reports the details in the OID application; a remittance towards a foreign entity is facilitated only after the UIN is obtained. The allotment of UIN does not constitute an approval from the Reserve Bank for the investment; it only signifies taking on record of the investment for maintaining the database. Since June 01, 2012, an auto-generated e-mail gives the UIN details to the bank and investor and no separate letter is issued. Form FC itself is in the Master Direction on Reporting, which is not in the sources consulted. Paragraph 26 of the Master Direction (switching banks needs an NOC from the existing bank; one bank for a foreign entity set up by several residents) is covered in the article on designated banks and online reporting.
Regulation 9(4): repatriation within ninety days
A person resident in India having ODI in a foreign entity, wherever applicable, shall realise and repatriate to India:
| What | Time limit (regulation 9(4)) |
|---|---|
| All dues receivable from the foreign entity with respect to the investment | Within ninety days from the date when such receivables fall due |
| The consideration received on transfer or disinvestment of the ODI | Within ninety days from the date of such transfer or disinvestment |
| The net realisable value of the assets on liquidation of the foreign entity, as per the laws of the host country or host jurisdiction | Within ninety days from the date of the actual distribution of assets made by the official liquidator |
Paragraph 13 of the Master Direction clarifies in the transfer context that where the transferor must repatriate all dues before disinvestment, the requirement does not apply to dues that do not arise on account of investment in equity or debt, like export receivables. The delay mechanism for late compliance is in the article on regulations 11 and 12.
Regulation 9(5): earnest money and bid bonds
A person resident in India who is eligible to make ODI may remit earnest money deposit or obtain a bid bond guarantee from an AD bank for participation in a bidding or tender procedure for acquiring a foreign entity. The proviso says that an open-ended bid bond guarantee shall be converted into a close-ended guarantee not later than three months from the date of award of the contract.
Paragraph 8 of the Master Direction: the bank may allow remittance towards EMD after obtaining Form A2 duly filled in, or issue a bid bond guarantee on the bidder's behalf in accordance with regulation 9(5); on winning, further remittances follow on Form FC and are reported. The bank advises that if the bid fails, the amount remitted must be repatriated under Notification No. FEMA 9(R)/2015-RB. If the successful bidder decides not to proceed, the bank ensures the bona fides before permitting invocation of the bid bond guarantee or forfeiture of EMD.
Example
Ganga Textiles Ltd remits funds on 1 April to subscribe to shares in a foreign entity, having obtained a UIN through its designated bank before sending the money. Under regulation 9(1) it must submit the share certificate or other relevant documents to the bank within six months, that is by 1 October. If the certificate is delayed, paragraph 16(2) says the funds remitted must be repatriated within the same six months, so Ganga Textiles must either obtain the evidence in time or bring the funds back; the late-filing route in regulation 11 is a separate path. Later, the foreign entity declares dues that fall due on 1 March; under regulation 9(4) Ganga Textiles must realise and repatriate them within ninety days of that date, so by 30 May.
Common mistakes
- Remitting before the UIN is generated; regulation 9(2) says the UIN comes before outward remittance or acquisition, whichever is earlier.
- Treating the UIN as approval; paragraph 16(3) says it is not.
- Counting the ninety days from the wrong date for liquidation proceeds: it is the date of actual distribution by the official liquidator.
- Letting an open-ended bid bond guarantee run beyond three months from the award.
Need help with the post-investment duties?
Missed deadlines under regulation 9 cascade into late submission fees and a bar on further commitment. Our ODI reporting team can build a calendar for the evidence, the UIN and the repatriation of dues.
Key takeaways
- Evidence of investment goes to the AD bank within six months.
- A UIN is obtained through the designated AD bank before outward remittance or acquisition; it is not an approval.
- All transactions for a UIN run through one designated bank.
- Dues, disinvestment proceeds and liquidation proceeds are repatriated within ninety days from the dates stated.
- An open-ended bid bond guarantee converts to close-ended within three months of the award.
Read next
- Deferred payment and mode of payment: regulations 7 and 8
- Reporting requirements: regulation 10(1) to (3)
- How to file Form ODI
- ODI: financial commitment and reporting
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.