Statutory Meaning & Definition
Form FC-TRS — Foreign Currency – Transfer of Shares — is the FEMA return in which a transfer of equity instruments of an Indian company between a person resident outside India and a person resident in India (and certain transfers between two persons resident outside India) is reported to the Reserve Bank of India. The reporting duty sits in Regulation 4(3) of the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019: the form must be filed within sixty days of the transfer of the equity instruments or the receipt or remittance of the funds, whichever is earlier. The transfer itself must satisfy Rule 9 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and the pricing guidelines in Rule 21 of those Rules. It is a report of a transfer of existing shares — a fresh issue of shares to a non-resident is reported instead in Form FC-GPR, within thirty days.
Executive Takeaways
- •Form FC-TRS (Foreign Currency – Transfer of Shares) is the FEMA return for reporting a transfer of existing equity instruments of an Indian company where a person resident outside India (PROI) is on one side of the transfer. A fresh issue is not FC-TRS — that is FC-GPR.
- •The duty is in Regulation 4(3) of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (Notification FEMA. 395/2019-RB). The transfer conditions themselves are in Rule 9 of the FEMA (Non-debt Instruments) Rules, 2019.
- •Deadline: 60 days — counted from the transfer of the equity instruments or the receipt/remittance of the funds, whichever is earlier. If the consideration is paid before the shares move, the clock starts on the payment date.
- •FC-TRS covers transfers between a PROI holding on a repatriable basis and a resident, and between a repatriable-basis PROI and a non-repatriable-basis PROI. The reporting onus is on the resident transferor/transferee, or on the PROI holding on a non-repatriable basis, as the case may be.
- •One transfer is expressly excluded: a sale between a PROI holding on a non-repatriable basis and a person resident in India is not required to be reported in Form FC-TRS (Note to Regulation 4(3)(a)).
- •Transfers on a recognised stock exchange by a PROI are reported by that PROI in FC-TRS; transfers of participating interests/rights in oil fields are also reported in FC-TRS.
- •Where consideration is deferred or escrowed under Rule 9(6) (up to 25% of the total consideration, for up to 18 months), FC-TRS is filed on receipt of every tranche of payment.
- •Pricing is policed by Rule 21 of the NDI Rules: a resident selling to a PROI cannot sell below the arm's-length fair value (for unlisted shares, certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant); a PROI selling to a resident cannot sell above it. The non-resident is never guaranteed an assured exit price.
- •Filing is online — the form is filed through the RBI's FIRMS portal as part of the Single Master Form, routed through the company's Authorised Dealer bank; Regulation 4 closes with the rule that all reporting is made through or by an AD bank unless otherwise stated.
- •A late FC-TRS is regularised with a Late Submission Fee: ₹7,500 + (0.025% × amount involved × years of delay), capped at 100% of the amount involved, and the LSF route is open only up to three years from the due date (A.P. (DIR Series) Circular No. 16, 30 Sep 2022). Do not confuse the 60 days with FC-GPR's 30 days from the date of issue of equity instruments (Regulation 4(1)).
Key Numbers at a Glance
Understanding Form FC-TRS
Form FC-TRS — Foreign Currency – Transfer of Shares: the FEMA return that reports a transfer of equity instruments of an Indian company involving a person resident outside India to the Reserve Bank. It must be filed within sixty days of the transfer of the equity instruments or the receipt or remittance of the funds, whichever is earlier (Regulation 4(3) of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019).
What Form FC-TRS is — and where the rule lives
India tracks foreign investment in its companies through event-based reporting to the Reserve Bank. When an Indian company issues new shares to a non-resident, the event is an inflow and it is reported in Form FC-GPR. When existing shares change hands and a non-resident is on one side of the deal, the event is a transfer — and it is reported in Form FC-TRS. The reporting requirement is in Regulation 4(3) of the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (Notification No. FEMA. 395/2019-RB). Whether the transfer is permitted at all, and on what conditions, is a separate question answered by Rule 9 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019: Rule 9(1) covers transfers between persons resident outside India by sale or gift (including transfers following a liquidation, merger, de-merger or amalgamation of foreign entities), Rule 9(2) covers a non-resident transferring to a resident by sale or gift or selling on a recognised stock exchange, Rule 9(3) covers a resident selling to a non-resident, and Rule 9(4) covers gifts by a resident holding shares on a non-repatriation basis, which need the Reserve Bank's prior approval and carry conditions of their own.
When FC-TRS is required — and who must file
Regulation 4(3)(a) requires Form FC-TRS for transfers of equity instruments, made in accordance with the Rules, between:
The one express exclusion. The Note to Regulation 4(3)(a) states that a transfer of equity instruments by way of sale between a person resident outside India holding them on a non-repatriable basis and a person resident in India is not required to be reported in Form FC-TRS. The repatriation basis of the non-resident's holding is therefore the first thing to check in any resident↔non-resident sale: repatriable basis — file; non-repatriable basis — the Note takes the sale out of FC-TRS.
Two ordinary cases sit outside FC-TRS altogether. A transfer between two residents has no FEMA reporting under this regulation — no non-resident is involved. And a fresh issue of shares or other equity instruments by the company to a non-resident is not a transfer at all: it is reported by the Indian company in Form FC-GPR (see the comparison below).
The 60-day clock — "whichever is earlier" is the whole point
The closing line of Regulation 4(3) reads: the form "shall be filed within sixty days of transfer of equity instruments or receipt / remittance of funds whichever is earlier." Two different events can start the clock — the shares moving, or the money moving — and the deadline runs from the earlier of the two. A summary that says only "60 days from transfer" understates the duty whenever the consideration is paid first, which is the common sequence in a negotiated sale.
Worked example. A resident shareholder sells shares to a non-resident buyer. The buyer remits the consideration on 10 May; the share transfer is executed and recorded on 20 June. The clock started on 10 May — the receipt of funds is the earlier event — so Form FC-TRS is due by 9 July, not 60 days from 20 June. Run the sequence the other way — transfer recorded on 1 March, consideration received on 15 April — and the deadline is 30 April, 60 days from the transfer. Either way, count from whichever happened first.
One variation is built into the framework. On a transfer between a resident and a non-resident, Rule 9(6) of the NDI Rules permits up to 25% of the total consideration to be paid on a deferred basis within 18 months, settled through an escrow arrangement for up to 18 months, or covered by a seller's indemnity for up to 18 months — provided the total consideration finally paid complies with the pricing guidelines. For such transfers, Regulation 4(3)(c) requires FC-TRS to be reported on receipt of every tranche of payment, with the onus on the resident transferor or transferee: the form follows the money, tranche by tranche.
How the filing is made
Foreign-investment reporting to the Reserve Bank is made online on the RBI's FIRMS portal (Foreign Investment Reporting and Management System), in which FC-TRS is one of the forms comprised in the Single Master Form. The filing is routed through the Authorised Dealer bank — Regulation 4 of the 2019 Regulations closes with the general rule that, unless otherwise specifically stated, all reporting under it "shall be made through or by an Authorised Dealer bank". In practice the resident party to the transfer (or the investee company assisting it) prepares the form with the transfer details, the consideration and the pricing/valuation support, submits it on FIRMS, and the AD bank processes it. Because the onus fixed by Regulation 4(3) is on the transferor/transferee and not on the company, a resident seller or buyer should not assume the company will file it for them — agree in the transaction documents who files, and diarize the 60 days from the earlier of the transfer and the money.
The price is regulated too — Rule 21 pricing guidelines
FC-TRS reports the transfer; Rule 21 of the NDI Rules controls the price at which it may happen, so that value does not leak across the border in either direction:
Three qualifications complete the picture. The guidelines do not apply to a sale done in accordance with SEBI regulations where SEBI itself specifies the pricing (Rule 21(1)). They do not apply to investment by a person resident outside India on a non-repatriation basis (closing proviso to Rule 21(2)). And the Explanation to Rule 21 states the guiding principle: the person resident outside India is not guaranteed any assured exit price at the time of investing — the exit happens at the price prevailing at the time of exit.
FC-TRS vs FC-GPR — the distinction that causes the confusion
If the 60 days are missed — Late Submission Fee
Regulation 5 of the 2019 Regulations makes the person responsible for a Regulation 4 report liable to pay a Late Submission Fee (LSF) for delays, at the level decided by the Reserve Bank in consultation with the Central Government. The operative matrix is in the RBI's A.P. (DIR Series) Circular No. 16 dated 30 September 2022: for FC-TRS, a flow-capturing return, the fee per return is ₹7,500 + (0.025% × A × n), where A is the amount involved in the delayed reporting and n is the number of years of delay, rounded up to the nearest month. The fee is capped at 100% of the amount involved, and the LSF facility can be used only up to three years from the due date. An LSF advice that is not paid within 30 days becomes void, and the circular records the backstop: a person who neither files in time nor files with the LSF remains liable to penal action under FEMA. LSF is therefore a regularisation route with a shelf life — not a reason to let the 60 days drift.
This page explains the FC-TRS reporting requirement under FEMA for study and compliance reference. The deadline, covered transfers, onus and pricing rules are as stated in Regulation 4 of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 and Rules 9 and 21 of the FEMA (Non-debt Instruments) Rules, 2019, and the Late Submission Fee as per the RBI circular dated 30 September 2022; it is not legal advice for a specific transaction.
Frequently Asked Questions (FAQs)
What is Form FC-TRS (Form FC)?
Form FC-TRS — full form Foreign Currency – Transfer of Shares, and the form most people mean when they search "Form FC" in a FEMA context — is the return in which a transfer of equity instruments of an Indian company involving a person resident outside India is reported to the Reserve Bank of India. The duty is in Regulation 4(3) of the FEMA (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, and the form is filed online through the AD bank on the FIRMS portal.
What is the time limit for filing Form FC-TRS?
Sixty days — from the transfer of the equity instruments or the receipt or remittance of the funds, whichever is earlier (Regulation 4(3)). If the consideration is received before the shares are transferred, the 60 days run from the receipt of the money, not from the transfer.
Who has to file Form FC-TRS?
The onus is on the resident transferor or transferee. Where the transfer is between a non-resident holding on a repatriable basis and a non-resident holding on a non-repatriable basis, the onus falls on the person resident outside India holding on the non-repatriable basis, as the case may be. For transfers on a recognised stock exchange, the non-resident reports in FC-TRS. The investee company is not the filer for FC-TRS — unlike FC-GPR, which the issuing company files.
Which transfers require FC-TRS?
Transfers of equity instruments made under the NDI Rules between (i) a person resident outside India holding on a repatriable basis and a person resident in India, and (ii) a person resident outside India holding on a repatriable basis and one holding on a non-repatriable basis. Transfers on a recognised stock exchange by a non-resident, and transfers of participating interests or rights in oil fields, are also reported in FC-TRS.
When is FC-TRS not required?
A sale between a person resident outside India holding shares on a non-repatriable basis and a person resident in India is expressly not required to be reported in Form FC-TRS (Note to Regulation 4(3)(a)). A transfer between two residents involves no non-resident and is outside the regulation, and a fresh issue of shares to a non-resident is reported in Form FC-GPR, not FC-TRS.
What is the difference between FC-TRS and FC-GPR?
FC-GPR reports the issue of new equity instruments by an Indian company to a non-resident (money comes into the company) and is filed by the company within 30 days of the date of issue (Regulation 4(1)). FC-TRS reports a transfer of existing instruments involving a non-resident (money moves between buyer and seller) and is filed by the resident transferor/transferee within 60 days of the transfer or the money movement, whichever is earlier (Regulation 4(3)).
What price can the shares be transferred at?
Rule 21 of the NDI Rules fixes a floor and a cap by reference to fair value. A resident transferring to a non-resident must receive not less than the SEBI-guideline price (listed shares) or the arm's-length valuation under an internationally accepted pricing methodology certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant (unlisted shares). A non-resident transferring to a resident must receive not more than that corresponding price. The guidelines do not apply to SEBI-priced sales under SEBI regulations, or to investment held on a non-repatriation basis.
Can part of the sale consideration be paid later?
Yes, within limits. Rule 9(6) of the NDI Rules allows up to 25% of the total consideration on a resident↔non-resident transfer to be paid on a deferred basis within 18 months of the transfer agreement, settled through an escrow arrangement for up to 18 months, or covered by a seller's indemnity for up to 18 months after full payment — provided the total consideration finally paid complies with the pricing guidelines. In such cases FC-TRS is reported on receipt of every tranche of payment (Regulation 4(3)(c)).
What happens if FC-TRS is filed late?
A Late Submission Fee (LSF) is payable under Regulation 5 of the 2019 Regulations and the RBI's Circular No. 16 dated 30 September 2022: ₹7,500 + (0.025% × the amount involved × the years of delay), per return, capped at 100% of the amount involved. The LSF route is available only up to three years from the due date; a person who neither files in time nor regularises with LSF remains liable to penal action under FEMA.
Is a gift of shares to or from a non-resident also reported in FC-TRS?
Rule 9 of the NDI Rules permits transfers by way of gift in defined cases — a non-resident may gift shares to another non-resident or to a resident, and a resident holding shares on a non-repatriation basis may gift them to a non-resident only with the Reserve Bank's prior approval and subject to conditions (the donor and donee must be relatives, the gift must not exceed 5% of the paid-up capital, and the donor's gifts in a financial year must not exceed USD 50,000 in value). FC-TRS reporting under Regulation 4(3) attaches to the transfers it lists — principally the repatriable-basis cases — so the reporting position of a gift follows the same repatriable/non-repatriable analysis as a sale and should be confirmed with the AD bank before the transfer.
Contextual Analysis & Regulatory Circulars
Recent analysis and regulatory updates related to FEMA:
RBI FEMA Second Amendment Regulations 2026: EDF Deemed Submitted for Service Exporters from 1 October 2026
Published: 3 November 2026
RBI Forex Derivative Curbs: USD 5 Million Limit, 20% FERR and Rebooking Ban (October 2026)
Published: 10 October 2026
RBI Amends FEMA 23(R) Export-Import Regulations: Shorter Timelines and New Authorised Dealer Powers
Published: 25 September 2026
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