Nov 2, 20269 min read

How to File Form FC-TRS Within 60 Days in 2026

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Last updated: 26 October 2026

Quick Answer: File Form FC-TRS through the AD bank on FIRMS within 60 days of the transfer or the receipt or remittance of funds, whichever is earlier. The resident party or a non-repatriable non-resident holder reports; a non-resident selling on a stock exchange reports its own sale. HSAG Consulting can prepare the form among the FEMA and RBI filings it handles.

The FC-TRS form reports transfers of equity instruments of an Indian company that involve a person resident outside India. Under the FC-TRS filing requirement, a repatriable non-resident holder's transfers with a resident or with a non-repatriable non-resident are reported, along with the other classes listed below.

Item	Rule
Due date	60 days from transfer of equity instruments or receipt or remittance of funds, whichever is earlier
Who files	Resident transferor or transferee; the non-repatriable non-resident holder; the non-resident selling on a stock exchange; the company in a buy-back; always through the AD Category-I bank on FIRMS
Late fee	₹7,500 plus 0.025% of the amount involved per year of delay, capped at 100% of the amount, per return
Fee window	Up to three years from the due date
No timely filing and no fee	Liable to penal action under the Foreign Exchange Management Act, 1999

Which transfers need Form FC-TRS and who reports each?

Sixty days is the window, counted from the transfer of equity instruments or the receipt or remittance of funds, whichever is earlier. Regulation 4(3) of the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, as amended up to 13 June 2026, sets both the window and the onus. Both are repeated in the Reserve Bank's Master Direction on Reporting under FEMA, updated as on 1 October 2026.

Transfers that need the form, and who reports each:

Between a resident and a non-resident holding equity instruments on a repatriable basis, in either direction. Reporting falls on the resident transferor or transferee.
Between two non-residents, where one holds on a repatriable basis and the other on a non-repatriable basis. Here the non-resident holding on a non-repatriable basis carries the onus.
On a recognised stock exchange, where a person resident outside India transfers equity instruments. That person reports the transfer.
In a buy-back of shares by an Indian company under a scheme of merger, demerger or amalgamation of Indian companies approved by the NCLT or a competent authority. Filing then falls on the Indian company buying back the shares, as the Master Direction states; regulation 4(3) itself does not list this case.
On a transfer of participating interest or rights in oil fields, which regulation 4(3)(d) also brings into the form.
Not covered: a sale between a non-resident holding on a non-repatriable basis and a resident, which the regulation states need not be reported in the form.

Whichever date comes first starts the FC-TRS filing timeline, so a share transfer executed on 1 March with the money moving on 20 March starts the 60 day clock on 1 March.

How does FC-TRS filing work on the FIRMS portal?

All reporting under the Master Direction is made through the Single Master Form on the FIRMS portal, unless stated otherwise. According to the Reserve Bank's FIRMS user manual on its regulatory reporting page, the Single Master Form covers nine foreign investment forms, this one among them.

Filing then runs in five steps:

Check the entity master. The Indian investee company should be registered on FIRMS before a Business User registers to report for it.
Register the Business User. The applicant attaches an authority letter and the PAN card of the individual registering, enters the CIN, PAN and name of the investee company, and selects the IFSC code of the AD bank branch.
Wait for the AD bank. The selected branch approves or rejects the registration, and the result is communicated by email. Every Business User is KYC verified before any reporting.
Prepare the form. Under "Return Type", select Form FC-TRS and add a new return, then enter the transferor, the transferee, the instruments, the price and the payment details.
Attach and submit. A form submitted with the requisite documents is auto-acknowledged by email, and the AD bank has five working days to verify it, approve it, send it back or reject it.

Which documents does the filing need?

Attachments depend on the type of transfer, and the current FIRMS user manual lists them for the two sale routes as follows.

Document	Sale by private arrangement	Sale on a stock exchange
Transfer evidence	Relevant extracts of the share transfer agreement or SH-4, with the consent letter of buyer and seller (or their agent with a power of attorney)	Contract note and broker's note (trade and settlement dates, shares, investee company, consideration)
Price support	Valuation certificate as per FEMA provisions	Not listed
Non-resident declaration	In the Annex VI format	In the Annex VI format
Earlier reporting	For a sale by a non-resident, acknowledgement of the FC-GPR or FC-TRS for the instruments sold	The same acknowledgement for the instruments sold
Money trail	FIRC, debit statement or outward remittance certificate, with KYC	Outward remittance certificate
Tax clearance	No objection or tax clearance certificate from the Income Tax authority or a chartered accountant	Same
Approvals	Government approvals, if any	Not listed

The valuation certificate proves the price against the pricing guidelines in the Reserve Bank's Master Direction on Foreign Investment in India, updated up to 15 June 2026. A resident selling to a non-resident cannot price below fair value, and a non-resident selling to a resident cannot price above it. For an unlisted company, fair value is an arm's length valuation under any internationally accepted pricing methodology, certified by a chartered accountant, a SEBI registered merchant banker or a practising cost accountant, while listed shares follow the SEBI price. The guidelines do not apply to investment on a non-repatriation basis, or to a sale priced under SEBI regulations, which carries a chartered accountant's certificate instead.

KYC follows the money. Under the Master Direction, the sale consideration remitted into India for equity instruments bought by a person resident outside India is subject to a KYC check by the AD bank receiving the funds. Where that bank differs from the AD bank handling the transfer, the transferor or transferee submits its KYC report along with the form.

How do deferred consideration and stock-exchange transfers change the timeline?

Each tranche of payment triggers its own filing for one category of transfer. Regulation 4(3)(c) states that transfers of equity instruments prescribed in Rule 9(6) of the Non-Debt Instrument Rules must be reported in the form on receipt of every tranche of payment. Rule 9(6) transfers are described in the Master Direction as payment on a deferred basis, with the onus on the resident transferor or transferee. Under the Foreign Investment Master Direction, at most 25% of the total consideration may be deferred, for up to 18 months from the transfer agreement, or settled through an escrow for the same period. Alternatively, once the full consideration is paid, the seller may indemnify up to 25% for up to 18 months from that payment. The share purchase or transfer agreement must carry the clause, and the total consideration finally paid must meet the pricing guidelines.

Stock-exchange transfers change who reports. Under regulation 4(3)(b), a transfer of equity instruments on a recognised stock exchange by a person resident outside India is reported by that person. Trade details come from the contract note and broker's note listed in the document table above. Even so, the 60 day rule still runs from the earlier of the transfer date and the movement of funds.

What happens if the FC-TRS due date is missed?

Late filing can be regularised by paying a late submission fee. Part XIII of the Master Direction on Reporting under FEMA places the form among the returns that capture flows, so its late fee is ₹7,500 plus 0.025% of the amount involved multiplied by the years of delay. Any part month of delay counts as a full month, so a delay of four months and ten days counts as five months, and the delay is then stated in years to two decimal places. Part XIII attaches these conditions:

Cap: at most 100% of the amount involved in the delayed reporting, rounded upwards to the nearest hundred.
Per return: each delayed return attracts its own charge.
Three-year window: the option stays open for three years from the due date of the reporting.
Unpaid advice: an advice for the fee that is unpaid for 30 days becomes void, and the date of a later application becomes the reference date for recalculating the delay.
No filing and no fee: a person who neither files in time nor files with the fee is liable to penal action under the Foreign Exchange Management Act, 1999.

How do FC-TRS and FC-GPR differ?

FC-TRS reports a transfer of existing equity instruments. FC-GPR reports the issue of new equity instruments by an Indian company to a person resident outside India where the issue counts as foreign direct investment. Regulation 4(1) of the 2019 Regulations requires it not later than thirty days from the date of issue. Selling existing shares from a resident to a foreign investor is a transfer, while a fresh allotment that counts as foreign direct investment needs FC-GPR. Its full process, including the roles of the Business User, the AD bank and the certifying professionals, is covered separately in the guide to FC-GPR filing for foreign investment.

What must the Indian company do after the transfer?

Under section 56 of the Companies Act, 2013, the company records the transfer. Except for transfers between beneficial owners in a depository, it registers a transfer only on a duly stamped, dated and executed instrument of transfer. That instrument must reach the company within sixty days from execution, with the share certificate or the letter of allotment.

Where the instrument is lost or arrives late, the Board may still register the transfer on terms as to indemnity. Certificates of transferred securities must be delivered within one month of receiving the instrument, as the same section sets out.

Default carries its own penalty. Where the company fails to comply with sub-sections (1) to (5), the company and every officer in default are liable to a penalty of ₹50,000 under section 56(6). Any change in the company's foreign shareholding also flows into the annual Foreign Liabilities and Assets return, a separate filing with its own due date, as the guide to the FLA return and when it is due explains. That date also appears in the compliance calendar for Indian companies.

Waiting for the payment to start the clock. The transfer date can be earlier, and the form is then already late when the money moves.
Filing without a valuation certificate that meets the FEMA provisions and supports the declared price.
Missing the KYC of the non-resident investor when the bank that received the funds differs from the bank handling the transfer.
Skipping Business User registration, or registering before the investee company is on FIRMS, so that no reporting can be made in the Single Master Form.
Assuming the non-resident will file, when the regulations place the onus on the resident party, apart from non-repatriable holdings and stock-exchange transfers.

HSAG Consulting's company and corporate services include FEMA and RBI filings for foreign investment, and support with share issuances and transfers.

To discuss a share transfer with a non-resident, leave your details on the contact page and the team will contact you.

Frequently Asked Questions

Is an ordinary buy-back by the company reported in FC-TRS?

Yes. Answer 33 of the Reserve Bank's FIRMS FAQs allows a transfer of shares through buy-back or capital reduction to be reported in the form. When the company buys back a non-resident's shares, it is itself the resident transferee, so, as the resident party under regulation 4(3), the company, not the non-resident seller, reports it through its AD bank.

Can a return filed more than three years late still be regularised?

Only through compounding. Under the FIRMS user manual, where the delay exceeds three years the AD bank can advise compounding, send the form back or reject it. A form approved subject to compounding is acknowledged to the applicant and the Reserve Bank's regional office, and the applicant then applies to the Reserve Bank for compounding.

What does a delayed filing cost in late fees?

For a ₹1 crore transfer delayed by exactly one year, the late fee is ₹10,000: ₹2,500 as 0.025% of ₹1 crore, plus the fixed ₹7,500. Payment goes to the RBI regional office by demand draft, NEFT or RTGS; a fee is refunded only if paid after the office's deadline, in an incorrect amount or to the wrong office.

How old can the valuation certificate be?

Ninety days, counted from the valuation date. Under the FIRMS user manual, the valuation date, meaning the date as on which the valuation is arrived at, should not be earlier than ninety days from the transaction date. A recent signing date does not cure an older valuation date.

Is the form needed when a resident gifts shares to a non-resident?

Yes, after prior RBI approval through an AD bank. The Master Direction allows it only between relatives under section 2(77) of the Companies Act, 2013, to an eligible donee. It must stay within the sectoral cap, 5% of paid-up capital, cumulative from one donor to one donee, and USD 50,000 of the donor's gifts abroad that financial year.

Can one Business User file for several companies?

No. Under the FIRMS user manual, a Business User login works only for the entity that authorised that person, so acting for another entity needs a separate registration. Moving the reporting to another AD bank branch or bank for the same entity also needs a fresh registration with the new IFSC code.

Which date counts as the transfer date for a stock exchange deal?

The settlement date. Under the FIRMS user manual, for a sale or purchase on a stock exchange, the date of settlement is treated as the date of transfer when the form is completed, not the trade date shown on the contract note. That date then serves as the transfer date for the sixty day window.

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About the Author

Haaren C Sanghvi

Haaren C Sanghvi is the Founder & CEO of HSAG, with extensive expertise in risk management, taxation, audit, financial consultancy, business advisory, compliance and business outsourcing.