Foreign investments into India are regulated under the Foreign Exchange Management Act (FEMA), 1999, and related rules and regulations issued by the Reserve Bank of India (RBI). The process involves detailed compliance and reporting requirements to ensure transparency and regulatory oversight.

A. Documents Required for Obtaining Foreign Investments (FDI)

These documents must be submitted to the RBI through the Single Master Form (SMF) on the FIRMS portal for reporting foreign investments:

1. Form FC-GPR
   1. For reporting issuance of equity instruments (e.g., shares, CCPS, CCD) to a non-resident investor.
2. FIRC (Foreign Inward Remittance Certificate)
   1. Issued by the AD bank, evidencing receipt of foreign currency in India.
3. KYC Report
   1. Provided by the remitting bank, containing identity and financial credentials of the foreign investor.
4. Declaration by Authorized Representative
   1. Affirming compliance with FDI policy and applicable laws.
5. Company Secretary Certificate
   1. Certifying compliance with Companies Act, FEMA provisions, and FDI regulations.
6. Valuation Report
   1. Issued by a Chartered Accountant, SEBI-registered Merchant Banker, or Category-I Investment Banker as per FEMA pricing guidelines.
7. FIPB/Government Approval(if applicable)
   1. For sectors falling under the approval route as per the Consolidated FDI Policy.
8. Board Resolution
   1. Approving issuance of shares and acceptance of foreign investment.
9. Shareholding Pattern (before and after investment)
   1. Detailed cap table to demonstrate changes in ownership structure.
10. Diagrammatic Representation of Fund Flow
11. To illustrate the movement of funds from investor to investee.
12. Company Documents
13. Certificate of Incorporation (CoI)
14. Memorandum & Articles of Association (MoA & AoA) of both investor and investee entities.
15. Audited Financial Statements
16. For the last financial year of the Indian company.
17. Identification Proof of Foreign Investor
18. Passport copy, business registration certificate, or equivalent.

B. Documents Required for Refund/Transfer of Foreign Investments

Applicable in cases of share transfer, exit, or repayment of earlier investments:

1. Form FC-TRS
   1. For reporting the transfer of capital instruments between a resident and a non-resident (sale/purchase of shares).
2. Consent Letter (from Transferor & Transferee)
   1. Stating agreement on number of shares, price, and terms of transfer.
3. FIRC and KYC Report
   1. To validate remittance and investor credentials during refund.
4. Debit Statement
   1. Showing the debit entry related to the payment of consideration to the foreign investor.
5. RBI Approval(if applicable)
   1. Required for transactions falling outside the automatic route or involving special considerations.
6. Any Other Documents
   1. As required by the Authorized Dealer Bank or RBI, depending on the nature of the transaction.

 Key Regulatory & Procedural Considerations

• FEMA Compliance:
  All transactions must be in accordance with FEMA, 1999 and the NDI Rules, 2019.
• Timelines:
  • Equity instruments must be allotted within 60 days of receiving the investment.
  • Filing of Form FC-GPR must be completed within 30 days of allotment.
  • Form PAS-3 (return of allotment) must be filed with the MCA within 15 days of allotment.
• Professional Certification:
  It is advisable to obtain guidance from Chartered Accountants, Company Secretaries, or legal consultants to ensure procedural and legal compliance.

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