FDI: Issue of Shares to Non-Residents
Issue shares under FDI: automatic/government route, FEMA pricing, KYC, report FC-GPR within 30 days. FDI: Issue of Shares to Non-Residents takes 8 steps over about 230 days and is filed with the ROC on FC-GPR and PAS-3.
Last updated: 10 August 2026
What if it’s filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee. OnCompliance tracks the date and warns you before it costs anything.
What is the timeline for FDI: Issue of Shares to Non-Residents?
8 steps over about 230 days, filing FC-GPR and PAS-3 with the ROC. Each deadline below runs from the step before it.
| # | Step | Form filed | Deadline |
|---|---|---|---|
| 1 | Check FDI Policy & Sectoral Cap | None | within 7 days |
| 2 | Obtain Government Approval (if required) | None | within 60 days |
| 3 | KYC of Foreign Investor | None | within 14 days |
| 4 | Determine FEMA-Compliant Pricing | None | within 14 days |
| 5 | Board + SR Approval | None | within 30 days |
| 6 | Allot Shares | None | within 60 days |
| 7 | File FC-GPR with RBI | FC-GPR | within 30 days |
| 8 | File PAS-3 with ROC | PAS-3 | within 15 days |
What are the steps, in order?
The 8 steps below run in order; the day counts show how long each one allows.
Check FDI Policy & Sectoral Cap
Verify sector, applicable cap, and route (automatic vs government approval).
- Sectoral cap verified
- Route determined (automatic/government)
- Reporting obligations identified
Obtain Government Approval (if required)
Apply for government approval via DPIIT if sector requires it.
KYC of Foreign Investor
Complete KYC of non-resident investor as per FEMA regulations.
Determine FEMA-Compliant Pricing
Determine share price per FEMA valuation norms (DCF or comparable).
Board + SR Approval
Board and members approve allotment to non-residents.
Allot Shares
Allot shares within 60 days of receipt of remittance.
File FC-GPR with RBI
Report allotment to RBI within 30 days via FC-GPR on SMF portal.
File PAS-3 with ROC
File return of allotment with ROC.
Every guide runs like this in OnCompliance: steps in order, dates in view, paperwork made for you at each step.
Common questions
How long does FDI: Issue of Shares to Non-Residents take?
About 230 days across 8 steps. The first step is: Check FDI Policy & Sectoral Cap.
Which MCA forms are filed for FDI: Issue of Shares to Non-Residents?
FC-GPR and PAS-3. PAS-3 is the return of allotment filing under §39 of the Companies Act 2013.
What does it cost if FC-GPR and PAS-3 are filed late?
MCA charges additional fees that rise with the delay, up to 12 times the normal filing fee.
Can OnCompliance run FDI: Issue of Shares to Non-Residents for me?
Yes. OnCompliance runs the same steps in order, dates in view, with the paperwork made for you at each step.