AS | Ankit Sarawagi|Founder, CFOmatrix·September 2026·10 min read | FEMA & FDI |
A founder sells a slice of their own shares to a foreign fund. No new shares are issued, no money reaches the company, and it feels like a private deal between two people. Under FEMA it is a reportable event, and the form that reports it is FC-TRS.
FC-TRS is the RBI form that reports a transfer of shares between a resident and a non-resident. Whenever existing shares of an Indian company change hands across the resident and non-resident line, whether by sale or by gift, someone has to file FC-TRS on the FIRMS portal within 60 days, at a price that respects the FEMA pricing guidelines. This guide covers what FC-TRS is, the 60-day clock, who files, how it is filed on FIRMS, the pricing floor and cap, and when FC-TRS applies instead of FC-GPR.
- What it is
- The RBI form to report a transfer of shares between a resident and a non-resident (sale or gift).
- Due date
- Within 60 days of the transfer or the funds, whichever is earlier.
- Where
- As a Single Master Form (SMF) on the RBI FIRMS portal.
- Who files
- The onus is on the resident party, transferor or transferee; usually coordinated by the company.
- Pricing
- A non-resident cannot buy below fair value; on exit cannot sell above fair value.
1 What is FC-TRS?
FC-TRS stands for Foreign Currency Transfer of Shares. It is the reporting form, filed with the RBI, for the transfer of capital instruments of an Indian company between a resident and a non-resident. The word to hold on to is transfer: FC-TRS deals with shares that already exist and are changing owner, not with new shares being created.
The capital instruments it covers are the FDI-eligible ones: equity shares, compulsorily convertible preference shares (CCPS) and compulsorily convertible debentures (CCDs). FC-TRS is required for a transfer in either direction across the border line:
- A resident selling or gifting shares to a non-resident (money or value moving out of India to the resident seller, ownership moving to the non-resident).
- A non-resident selling or gifting shares to a resident (a non-resident exiting, ownership coming back to a resident).
Both a sale (for consideration) and a gift (without consideration) are reportable on FC-TRS. What is not an FC-TRS is a transfer between two residents (no FEMA angle) or between two non-residents (a separate, lighter reporting position). The trigger is the crossing of the resident and non-resident line on a secondary transfer of existing instruments.
2 The 60-day clock
FC-TRS must be filed within 60 days, and the point that trips people up is when the clock starts. It runs from the transfer of the capital instruments or the receipt or remittance of the funds, whichever is earlier. The clock does not politely wait for both legs of the deal to finish.
In a real transaction the two legs rarely happen on the same day. The money often moves first, or the share transfer form and register update lag behind the payment. Whichever of the two happens first is the day your 60 days begins.
| Event | Effect on the clock |
|---|---|
| Funds received or remitted first | The 60 days runs from the funds date, even if the shares are recorded later. |
| Share transfer recorded first | The 60 days runs from the transfer date, even if the money settles later. |
| Same-day settlement | The 60 days runs from that date. |
3 Who has to file FC-TRS?
Under FEMA the reporting onus for FC-TRS sits with the resident party to the transaction. That single rule resolves most confusion:
- Resident sells to a non-resident: the resident transferor (seller) files.
- Resident buys from a non-resident: the resident transferee (buyer) files.
The non-resident is never the one on the hook for the FC-TRS filing. And if a non-resident buys from another non-resident, there is no resident in the transaction, so there is no FC-TRS to file at all.
In practice, though, the Indian company whose shares are moving usually does the legwork, because the filing runs through its FIRMS Business User login and its AD bank. The resident party remains legally responsible, but the company coordinates the documents, the valuation and the portal submission. Founders should treat FC-TRS as something the company drives, even though the strict onus is on the resident buyer or seller.
4 How FC-TRS is filed on FIRMS
FC-TRS is one of the returns under the Single Master Form (SMF) on the RBI FIRMS portal (Foreign Investment Reporting and Management System). The same portal hosts FC-GPR and the other FDI returns, which is why getting the entity set up once pays off across every future filing.
The typical attachments are the valuation report, the FIRMS six-pointer KYC on the foreign party, the transfer agreement or share transfer form, a consent letter between transferor and transferee, the FIRC or inward-remittance advice for the funds, and the relevant board and shareholder resolutions. Missing or inconsistent documents are the most common reason a filing bounces back from the AD bank, which quietly eats into the 60 days.
5 FC-TRS vs FC-GPR
This is the distinction that decides which form you file, and it is simpler than it looks. Ask one question: are new shares being created, or are existing shares changing hands?
| FC-GPR | FC-TRS | |
|---|---|---|
| Transaction | Fresh issue of capital instruments (primary) | Transfer of existing instruments (secondary) |
| Money goes to | The company | The seller (resident or non-resident) |
| Parties | Company issues to a non-resident | Resident and non-resident swap ownership |
| Timeline | Within 30 days of allotment | Within 60 days of transfer or funds, whichever earlier |
| Filed on | FIRMS (SMF) | FIRMS (SMF) |
A single funding round can involve both. If the foreign fund puts fresh money into the company for new shares, that is FC-GPR. If the same fund also buys some shares directly from a founder, that secondary purchase is FC-TRS. They are two separate filings with two separate clocks, even though they close on the same day. Note also that a fresh issue by an Indian company still triggers a ROC filing (PAS-3 return of allotment) on the Companies Act side, which is separate from the FEMA reporting.
6 The pricing guidelines: floor and cap
FEMA does not let a resident and a non-resident set any price they like. The pricing guidelines put a boundary on the price of a cross-border transfer, and the boundary flips depending on the direction of the deal. The anchor is the fair value certified by a valuer using an internationally accepted pricing methodology.
| Direction of transfer | Pricing rule |
|---|---|
| Resident to non-resident (entry) | Price cannot be less than fair value. A non-resident cannot buy cheap. |
| Non-resident to resident (exit) | Price cannot be more than fair value. A non-resident cannot exit expensive. |
The logic is one-directional protection of the country’s foreign-exchange position: on the way in, India should not receive less than fair value for its shares; on the way out, a non-resident should not extract more than fair value. So the same fair-value number is a floor when a non-resident is buying and a cap when a non-resident is selling. Get the valuation done early, because the price you agree has to sit on the correct side of it, and the certificate is a mandatory FC-TRS attachment.
Brewly Pvt Ltd is a coffee-tech startup. A founder, resident in India, sells 4% of her shares directly to Northwind Capital, a Singapore fund, as a secondary in the Series A round. No new shares are issued in this leg and no money reaches Brewly; the fund pays the founder. Because a resident is transferring existing shares to a non-resident, this is an FC-TRS. A valuer certifies fair value at ₹620 per share, so the founder cannot sell below that floor. The fund wires the money on 2 September 2026 and the share transfer is recorded on 10 September 2026. The clock started on the earlier date, 2 September, so Brewly must file the FC-TRS by 1 November 2026.
In the same round, Northwind also invests fresh money into Brewly for newly issued CCPS. That leg is money into the company for new instruments, so it is an FC-GPR, due within 30 days of allotment, filed separately on FIRMS. Two years later Northwind exits, selling its shares back to a resident co-founder. Now the transfer is non-resident to resident, so the price cannot exceed the fresh fair value, and the resident buyer is the one who must file the FC-TRS within 60 days. Same company, three filings, three different clocks and rules.
7 Your FC-TRS checklist
- Confirm the transaction is a transfer of existing shares across the resident and non-resident line (not a fresh issue, which is FC-GPR).
- Register the company’s Entity Master and Business User on FIRMS ahead of the deal, and loop in your AD bank early.
- Commission a valuation report certifying fair value, and check your price is on the correct side of the floor or cap.
- Collect the six-pointer KYC on the foreign party from the AD bank, the transfer agreement, consent letter and resolutions.
- Identify the earlier of the transfer date and the funds date, and count 60 days from there.
- File the FC-TRS in the Single Master Form on FIRMS with all attachments and submit to the AD bank.
- Respond quickly to any AD-bank query so a resubmission does not push you past the 60 days.
- Download and file away the FC-TRS acknowledgement, valuation and challans for future due diligence.
Not sure which FEMA filings your round triggers?
Use our free FEMA / FDI Filing Checker: tell it what happened in your round, a fresh issue, a secondary, a foreign parent, and it maps out which forms you owe, FC-GPR, FC-TRS, FLA and more, and by when.
Check my FEMA filings8 FAQs
What is FC-TRS and when is it required?
What is the due date for FC-TRS?
Who is responsible for filing FC-TRS?
What is the difference between FC-TRS and FC-GPR?
What price can shares be transferred at under FC-TRS?
Related guides & tools
FEMA & FDI compliance for startups (pillar guide) →
FC-GPR: reporting a fresh issue to a non-resident →
FDI pricing guidelines and valuation →
FIRMS portal and the Single Master Form →
FEMA / FDI Filing Checker (free tool) →
AS | Founder, CFOmatrix | Finance Strategy & Compliance CFOmatrix helps Indian startups build finance, tax and compliance functions that stand up to investor due diligence, from process and controls to the filings and the numbers behind them. |
Disclaimer: This article is general information as of September 2026 and is not legal or professional advice. FEMA rules, RBI forms, the FIRMS portal and pricing guidelines can change. Confirm your specific obligations with a qualified professional before filing.