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🔄 FEMA NDI Rules 2019 · FIRMS Portal · SMF · Secondary Transfer · RBI Compliance

FC-TRS Filing —
Transfer of Shares
Resident ↔ Non-Resident

Form FC-TRS (Foreign Currency – Transfer of Shares) is mandatory under FEMA when equity instruments of an Indian company are transferred between a resident and a non-resident — by way of sale or gift. Filed on the RBI FIRMS portal within 60 days of transfer or receipt/remittance of funds, whichever is earlier. Delayed filing attracts LSF. TAXAJ's FEMA + CA team handles complete FC-TRS compliance.

60 Days
Filing Deadline
FIRMS SMF
RBI Portal
Resident
Files the Form
LSF Applies
If Delayed
📅 Book Free FEMA Consultation💬 WhatsApp🌐 FC-GPR Filing →
✦ FC-TRS — Key Facts
🔄
What Is FC-TRS?
RBI form for reporting transfer of equity instruments between resident and non-resident
⏰
60-Day Deadline
From date of transfer or receipt/remittance of funds — whichever is EARLIER
👤
Who Files?
Resident transferor or transferee — NOT the non-resident (except stock exchange purchases)
💳
Sale + Gift
Applicable to both sale transfers (for consideration) and gift transfers
📊
Pricing Rules
Resident→NR: not less than FMV · NR→Resident: not more than FMV
🔗
FC-GPR vs FC-TRS
FC-GPR = new issue of shares · FC-TRS = transfer of existing shares
🌐 CA + FEMA Expert Team⚡ Filed Within 7 Days🏦 AD Bank Coordination📋 Valuation + KYC Management⭐ 4.9★ Google Rating🇮🇳 Delhi · Bangalore · Goa · Bihar
What Is FC-TRS?

Form FC-TRS — Complete Guide to Transfer of Shares Between Resident & Non-Resident

Form FC-TRS (Foreign Currency – Transfer of Shares) is a mandatory RBI reporting form under the Foreign Exchange Management Act (FEMA), 1999 and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. It must be filed whenever capital instruments (equity shares, compulsorily convertible preference shares — CCPS, or compulsorily convertible debentures — CCDs) of an Indian company are transferred between a person resident in India and a person resident outside India — either by way of sale (for consideration) or gift (without consideration).

Unlike Form FC-GPR which reports fresh issuance of shares to a non-resident, FC-TRS deals with secondary transactions — where existing shares change hands between a resident and a non-resident. The Indian company's share capital does not increase in an FC-TRS transaction. Common scenarios include: an Indian founder selling shares to a foreign VC fund (secondary sale), a PE fund exiting its Indian investment to a resident buyer, an NRI gifting shares to a resident family member, or a foreign parent transferring shares of its Indian subsidiary to another entity.

The Critical "Whichever is Earlier" Rule: The 60-day deadline for FC-TRS runs from the date of transfer of capital instruments OR receipt/remittance of funds — whichever is earlier. This catches many companies off-guard. If a Share Purchase Agreement (SPA) is executed on January 10 but payment is received on March 1, the clock started on January 10 — making the deadline March 11, not April 30. TAXAJ always advises clients to initiate FC-TRS filing immediately after SPA execution.

FC-GPR vs FC-TRS — Key Differences

These two forms are frequently confused. Understanding the distinction is critical to ensure the correct form is filed:

  • FC-GPR: Filed when an Indian company issues (allots) new shares to a non-resident. Share capital increases. Filed within 30 days of allotment. Indian company is the reporting entity.
  • FC-TRS: Filed when existing shares are transferred between a resident and non-resident. Share capital unchanged. Filed within 60 days of transfer/payment. Resident party (buyer or seller) files.
  • Who triggers: Receiving foreign money for new shares = FC-GPR. Buying/selling existing shares involving a non-resident = FC-TRS.

When Is FC-TRS NOT Required?

FC-TRS is not required in certain situations:

  • Transfer of shares between two resident Indians — no foreign exchange involved, governed only by Companies Act and Income Tax Act
  • Transfer between two non-residents (both foreign) — different reporting applies (person holding on repatriable basis)
  • Transfer of shares of a company not incorporated in India — not an Indian company's shares
  • Transfer by a non-resident holding shares on non-repatriable basis to another non-resident — may be exempt in specific circumstances

Is FC-TRS Required for Gift Transfers?

Yes — FC-TRS filing is mandatory even for gift transfers (without consideration) between a resident and a non-resident. This is a commonly misunderstood point. When an NRI gifts shares of an Indian company to a resident family member (or a resident gifts shares to a non-resident), FC-TRS must be filed. Additional documents for gift transfers include a consent letter between donor and donee, relationship declaration, and non-resident declaration. No FIRC/outward remittance certificate is needed since no money changes hands — but the form is still mandatory within 60 days.

Transfer Direction

Which Way Is the Transfer? — Select Direction for Specific Rules

The pricing rules, who files, and key compliance points differ based on whether shares are going from a resident to a non-resident or vice versa.

🇮🇳 → 🌐

Resident → Non-Resident

Indian founder / shareholder sells to foreign investor / NRI buys from resident

🌐 → 🇮🇳

Non-Resident → Resident

Foreign investor exits / NRI transfers to resident Indian / PE fund secondary sale to Indian buyer

🇮🇳 → 🌐 Resident Transfers to Non-Resident (Inbound FDI via Secondary Sale)

Filing party: Resident seller · Pricing rule: Price ≥ FMV (floor) · FDI sectoral cap applies
Key Compliance Rules
  • Price must be not less than FMV under DCF or comparable method (floor price for NR buyer)
  • FDI must be in a permitted sector — sectoral cap on cumulative foreign holding applies
  • If Approval Route: prior government approval needed before transfer
  • FIRC (Foreign Inward Remittance Certificate) received by resident seller
  • Resident transferor is responsible for filing FC-TRS
  • Existing FC-GPR/FC-TRS acknowledgement of NR buyer (if they held shares before): not needed here — only needed when NR is selling
Documents Required
  • Share Transfer Agreement / SPA with agreed price
  • FIRC — Foreign Inward Remittance Certificate from AD Bank
  • KYC report of non-resident buyer from remitting bank
  • Valuation Certificate (SEBI-registered MB or practicing CA) — DCF / FMV method
  • Board resolution (Indian company acknowledging transfer)
  • SH-4 share transfer deed (stamped)
  • Shareholding pattern pre and post transfer
  • Non-resident declaration by buyer
✅ TAXAJ handles: FMV valuation coordination, FIRC and KYC procurement, FC-TRS filing on FIRMS portal, AD Bank follow-up, and cap table update post-transfer. Contact us before SPA execution for compliance structuring.

🌐 → 🇮🇳 Non-Resident Transfers to Resident (FDI Exit / PE Secondary)

Filing party: Resident buyer · Pricing rule: Price ≤ FMV (ceiling) · Prior FC-GPR/FC-TRS proof needed
Key Compliance Rules
  • Price must be not more than FMV (ceiling price for NR seller — prevents over-remittance)
  • Outward remittance (payment to NR seller) must go through AD Bank
  • Resident buyer is responsible for filing FC-TRS
  • NR seller must provide acknowledgement of earlier FC-GPR or FC-TRS (proving their shareholding was FEMA-compliant)
  • Outward Remittance Certificate (ORC) in lieu of FIRC
  • If NR held on repatriation basis: proceeds repatriated — no RBI approval needed for automatic route
  • If NR held on non-repatriation basis: proceeds remain in India (NRO account) — specific rules apply
Documents Required
  • Share Transfer Agreement / SPA
  • Outward Remittance Certificate / SWIFT (payment to NR seller)
  • KYC of non-resident seller
  • Valuation Certificate (FMV — price must not exceed this)
  • Prior FC-GPR or FC-TRS acknowledgement by NR seller (proof of FEMA-compliant acquisition)
  • Non-resident declaration by seller
  • SH-4 share transfer deed
  • Tax clearance / Form 15CA-15CB (for remittance)
⚠️ Form 15CA / 15CB mandatory: When making payment to a non-resident seller, TDS under Section 195 of the Income Tax Act applies on capital gains. The resident buyer must deduct TDS, file Form 15CA / 15CB, and remit via AD Bank. Failure to deduct TDS makes the buyer liable for the tax. TAXAJ coordinates both the FC-TRS and the 15CA/15CB compliance simultaneously.
Transfer Types

FC-TRS Scenarios — Sale, Gift, Repatriation & More

FC-TRS applies across multiple types of transfers. Select the type that matches your situation for specific compliance requirements.

Sale of Shares for Consideration — Most Common FC-TRS Scenario

Resident ↔ Non-Resident · 60 days from SPA or payment date, whichever earlier · FMV pricing mandatory
The most frequent FC-TRS case: an Indian founder sells shares to a foreign VC/PE fund (secondary sale), or a foreign investor exits by selling to an Indian buyer. A legally valid Share Purchase Agreement (SPA) or share transfer agreement is executed, and consideration is paid through the AD Bank. The 60-day FC-TRS clock runs from the earlier of: (a) execution date of the SPA, or (b) receipt/remittance of funds. For large secondary transactions, the SPA is often executed weeks before payment — the SPA date typically starts the clock.
Pricing Rule (Unlisted Companies)
  • Resident selling to NR: price must be ≥ FMV under DCF method
  • NR selling to Resident: price must be ≤ FMV under DCF method
  • FMV certificate: from SEBI-registered Merchant Banker or practicing CA
  • Certificate should ideally be dated within 90 days of the transfer
  • No below-FMV sale to NR permitted (prevents under-reporting of FDI)
Stamp Duty on Transfer
  • SH-4 share transfer deed must be duly executed by both parties
  • Stamp duty: 0.25% of total consideration (including premium) via transfer stamps
  • Payable by the buyer (unless SPA specifies otherwise)
  • Digital stamp duty allowed in most states
  • Unstamped SH-4 = invalid transfer under Companies Act
✅ TAXAJ provides: SPA review for FEMA compliance, FMV valuation coordination, SH-4 stamp duty guidance, FC-TRS filing, and cap table update. Also handles TDS / Form 15CA-15CB for NR seller payments.

Gift Transfer of Shares — Resident to NRI or NRI to Resident

No consideration · FC-TRS still mandatory · Special document requirements
Gift transfers of Indian company shares between residents and non-residents also require FC-TRS filing — this is frequently overlooked. Common scenarios: an NRI parent gifting shares of a family company to a resident child, a resident entrepreneur gifting shares to a non-resident co-founder, or intra-group restructuring involving gifted shares. Since no consideration is paid, there is no FIRC or outward remittance certificate. Instead, specific gift-related documentation replaces the payment documents. Gift of shares is also subject to Income Tax in the hands of the recipient if FMV exceeds ₹50,000 (subject to relative exemption).
Gift FC-TRS — Documents
  • Consent/gift letter from donor specifying shares, reason for gift
  • Relationship declaration (if between relatives)
  • Non-resident declaration (donor or donee as applicable)
  • Valuation certificate (gift of shares should reflect FMV for tax purposes)
  • SH-4 share transfer deed duly executed
  • No FIRC / no payment proof (since no consideration)
  • Board resolution of Indian company acknowledging transfer
Income Tax on Gift
  • Recipient pays tax if FMV > ₹50,000 and donor is not a "relative" (as defined in IT Act)
  • Relatives exempted: spouse, siblings, parents, etc. (Section 56(2)(x))
  • Gift from non-resident to non-relative resident: fully taxable as "income from other sources"
  • Capital gains to donor: In India, gift is generally not subject to capital gains (no transfer for consideration)
  • TAXAJ handles income tax implications of gift of shares
✅ FC-TRS for gifts must be filed within 60 days from the date of the gift deed / date of transfer. TAXAJ handles both the FC-TRS compliance and the income tax implications of gift of shares between residents and non-residents.

Transfer of Listed Company Shares (Stock Exchange)

FPI / NRI buying on exchange · Non-resident files FC-TRS · SEBI pricing applies
For transfers of listed company shares through a recognised stock exchange (BSE/NSE), special rules apply: when a non-resident purchases shares directly through the stock exchange (under the FPI or NRI portfolio investment route), the obligation to file FC-TRS shifts to the non-resident buyer — unlike all other FC-TRS scenarios where the resident party files. For off-market transfers of listed shares (directly between parties, not through the exchange), the normal FC-TRS rules apply and the resident party files. Pricing for listed shares must comply with SEBI guidelines — typically the weighted average price over the 26 or 52 weeks preceding the transfer date.
Listed Shares — Exchange Purchase
  • Non-resident buys through BSE/NSE: FC-TRS filed by non-resident
  • FPI route: through SEBI-registered foreign portfolio investor
  • NRI portfolio: through NRE/NRO PIS account with AD Bank
  • Pricing: exchange-determined market price (no separate FMV cert needed)
  • Dematerialised shares mandatory for listed companies
Listed Shares — Off-Market Transfer
  • Direct transfer without exchange: resident party files FC-TRS
  • Valuation must comply with SEBI pricing formula
  • Often used for strategic buyouts, promoter stake sales
  • Price cannot be below minimum price under SEBI (SAST) Regulations where applicable
  • Open offer obligations may arise above 25% threshold
✅ TAXAJ coordinates FC-TRS for both exchange and off-market listed share transfers. For strategic acquisitions triggering SEBI open offer obligations, TAXAJ's legal team advises on SEBI (SAST) compliance alongside the FEMA filing.

Non-Repatriable Holdings — NRI Transferring Shares

Shares held on non-repatriable basis · Proceeds to NRO account · Special rules apply
NRIs can hold Indian company shares on either a repatriable basis (acquired through NRE account — proceeds can be freely sent abroad) or non-repatriable basis (acquired through NRO account or by way of gift/inheritance — proceeds must stay in India in NRO account). When an NRI holding shares on a non-repatriable basis transfers shares to a resident Indian, FC-TRS is still required, but the filing obligation is on the person resident outside India (the NRI), unlike the normal rule where the resident files. Sale proceeds from non-repatriable holdings are credited to NRO account and cannot be freely repatriated abroad without additional RBI permissions.
Repatriable vs Non-Repatriable
  • Repatriable: acquired via NRE account or automatic route FDI → sale proceeds repatriated freely
  • Non-repatriable: acquired via NRO account, inheritance, gift → proceeds to NRO only
  • NRI must know which basis their shares were acquired — check original SH-4 and payment route
  • Non-repatriable shares cannot be gifted to another non-resident (transfer restricted)
FC-TRS Filing Obligation
  • NR holding on non-repatriable basis: NR person files FC-TRS (exception to resident-files rule)
  • NR holding on repatriable basis: Resident buyer files FC-TRS
  • Prior FC-GPR/FC-TRS acknowledgement required from NR seller
  • Outward Remittance Certificate: not available for non-repatriable sales
  • TAXAJ advises on repatriation route before transfer structuring
✅ TAXAJ provides advisory on the repatriable vs non-repatriable distinction, structuring the transfer correctly, and handling the FC-TRS filing regardless of which party has the filing obligation.
Filing Procedure

How to File FC-TRS on RBI FIRMS Portal — Step-by-Step

TAXAJ manages Steps 1–6 in coordination with your AD Bank. Share the transfer details and documents — we handle the FIRMS portal filing end to end.

1

Pre-Transfer Compliance Check — Sectoral Cap & Pricing

Before executing the share transfer agreement, verify: (a) the transfer is in a permitted FDI sector, (b) post-transfer non-resident shareholding does not breach the applicable sectoral cap, (c) the transfer price complies with FEMA pricing guidelines — FMV ≤ price (if NR buyer) or price ≤ FMV (if NR seller). For Approval Route transactions, obtain prior government approval. Engage a SEBI-registered Merchant Banker or CA for the valuation certificate before SPA execution — the FMV determines whether the agreed price is compliant. FEMA non-compliance at the transaction stage cannot be remedied by filing alone.

📋 Always get compliance check BEFORE signing the SPA — not after
FDI Policy CheckSectoral Cap VerificationValuation CertificateApproval (if required)
2

Execute Share Transfer Agreement (SPA) & SH-4

The parties execute a legally valid Share Purchase Agreement (SPA) specifying the number of shares, price per share, parties' details, payment terms, representations and warranties, and closing conditions. The SH-4 form (Share Transfer Deed under Companies Act, Rule 11(1) of Companies (Share Capital and Debentures) Rules, 2014) must be filled, executed by both transferor and transferee, and stamped at 0.25% of total consideration. The 60-day FC-TRS clock runs from the earlier of: SPA/transfer deed execution date OR date of payment receipt/remittance. Begin FC-TRS preparation immediately after SPA execution — do not wait for payment.

⏰ 60-day clock starts from SPA date or payment date — whichever is EARLIER
Share Purchase Agreement (SPA)SH-4 (Stamped 0.25%)Board Resolution
3

Obtain FIRC / Outward Remittance Certificate & KYC

For sales: the Foreign Inward Remittance Certificate (FIRC) is obtained from the resident's AD Bank confirming receipt of foreign funds (when NR is buying). For NR to Resident transfers: an Outward Remittance Certificate or SWIFT copy confirms payment to the NR seller. The KYC report of the non-resident party must be obtained from their foreign bank in a format acceptable to the Indian AD Bank. KYC format issues are one of the most common reasons for FC-TRS rejection — TAXAJ provides the correct KYC format template to share with the foreign bank for completion.

📋 FIRC + KYC are mandatory · KYC format matters — use RBI-prescribed format
FIRC / Outward Remittance CertificateKYC of Non-Resident PartySWIFT Copy
4

Register as Business User on FIRMS Portal

The person filing FC-TRS must be registered as a Business User (BU) on the RBI FIRMS portal (firms.rbi.org.in). BU registration requires: filling the registration form, attaching an authority letter from the Indian company, and submitting to the AD Bank for approval. The AD Bank verifies the BU registration and communicates approval/rejection by email — typically within 3–5 working days. Note: only a Business User can file FC-TRS; Entity Users cannot file forms. If TAXAJ is filing as BU on your behalf, we use our registered Business User credentials with a fresh authority letter from your company.

📋 Only Business User can file FC-TRS · Entity User login is insufficient
FIRMS BU RegistrationAuthority Letter (Company)AD Bank Approval (3-5 days)
5

File FC-TRS on FIRMS — Single Master Form

Log in to FIRMS → Single Master Form → Add New Return → select Form FC-TRS. The form has four sections: (i) Common Investment Details — CIN, type of instruments, entry route, sectoral cap; (ii) Particulars of Transfer — number of shares, transferor/transferee details, price per share, date of transfer; (iii) Remittance Details — FIRC/ORC number, amount, AD Bank IFSC; (iv) Shareholding Pattern — pre and post-transfer. Attach all documents in PDF format. The form is submitted to the company's AD Bank (selected by IFSC at BU registration). Ensure all previous FC-GPR/FC-TRS filings for the company are fully processed — pending forms can block new submissions.

📋 4 sections in FC-TRS · All prior filings must be processed before new submission
FC-TRS (FIRMS SMF)4 Sections CompleteDocuments Attached (PDF)
6

AD Bank Review, Approval & Cap Table Update

The AD Bank reviews the FC-TRS filing — verifying FEMA compliance, pricing adherence, document completeness, and KYC acceptability. If accepted, the AD Bank marks it "Acknowledged by RBI." If rejected or queries raised, modifications must be made and the form resubmitted. Note: once submitted, FC-TRS cannot be edited — if there are errors, the form must be rejected and a fresh filing made. After acknowledgement, update the company's Register of Members, issue new share certificates, update the MCA shareholding pattern in the FIRMS Entity Master, and update the annual FLA Return data. TAXAJ provides post-FC-TRS cap table update services.

📋 Cannot edit after submission · Rejection requires fresh filing · Update cap table after acknowledgement
AD Bank AcknowledgementRegister of Members UpdateCap Table UpdateFLA Return Update
FEMA Pricing Rules

Pricing Guidelines for Share Transfers Under FEMA — Floor & Ceiling Rules

FEMA pricing rules for FC-TRS are strict and asymmetric. Getting the pricing wrong is one of the most common FEMA contraventions — and the most scrutinised by the RBI.

📉

Resident → Non-Resident (Floor Price)

When a resident transfers shares to a non-resident buyer, the price must be not less than the Fair Market Value (FMV) — there is a floor below which the transfer cannot happen. This prevents artificially cheap sale of Indian assets to foreign buyers. FMV for unlisted companies: DCF (Discounted Cash Flow) method or any other internationally accepted pricing method, certified by a SEBI-registered Merchant Banker or practicing CA.

Price ≥ FMV · Floor price for NR buyer
📈

Non-Resident → Resident (Ceiling Price)

When a non-resident transfers shares to a resident buyer, the price must be not more than the Fair Market Value (FMV) — there is a ceiling above which the transfer cannot happen. This prevents over-remittance of foreign exchange abroad. In practice: a PE fund exiting a profitable Indian investment can receive up to FMV but not above it. Any premium above FMV paid to the foreign seller constitutes a FEMA violation.

Price ≤ FMV · Ceiling price for NR seller
📊

Listed Company Shares — SEBI Pricing

For listed company shares transferred off-market between a resident and non-resident, the pricing must comply with SEBI guidelines — typically the volume-weighted average market price (VWAP) over the relevant period. For transactions attracting SEBI (SAST) Regulations (above 25% stake), the open offer price formula under SEBI norms governs. Exchange trades are priced at market price and no separate valuation certificate is needed.

SEBI pricing formula · VWAP / SAST rules
📋

Valuation Certificate — Who Issues & Validity

For unlisted companies, the valuation certificate under FC-TRS must be from a SEBI-registered Category-I Merchant Banker or a practicing Chartered Accountant using an internationally accepted valuation method (DCF preferred). The certificate should ideally not be older than 90 days from the date of transfer. If the valuation is stale or the method is non-standard, the AD Bank may reject the filing. TAXAJ coordinates valuation certificates as part of FC-TRS filing.

Max 90 days old · SEBI MB or practicing CA
Penalties

FC-TRS Non-Compliance — LSF & FEMA Penalties

DefaultTimelinePenalty / FeeAuthority
Late Submission Fee (LSF) — Available up to 3 Years from Due Date
Late FC-TRS — within 3 years of due dateDelay up to 3 years₹7,500 + (0.025% × transfer amount × delay days) · Capped at transaction valueAD Bank via FIRMS portal · LSF paid via RTGS to RBI
LSF not paid within 30 days of advice30 days from LSF adviceLSF advice becomes void · Reference date resets · Higher penalty on fresh applicationRBI / AD Bank
FEMA Compounding — Beyond 3 Years
FC-TRS not filed beyond 3 years from due date> 3 yearsCompounding: 0.5%–3% of contravention amount · Requires RBI Enforcement Dept applicationRBI Enforcement Department
Section 13 FEMA — willful/continuing contraventionOngoingPenalty up to 3× transaction amount or ₹2 lakh/day during contraventionEnforcement Directorate
Pricing Violation
Price below FMV (Resident→NR) or above FMV (NR→Resident)At transactionFEMA contravention · Compounding required · RBI scrutiny of entire FDI historyRBI / AD Bank rejection
Annual Compliance
FLA Return not filed by 15 JulyAnnual₹10,000 LSF per year for companies with FDI/ODIRBI — FLAIR portal
Form 15CA/15CB not filed for NR paymentBefore remittanceAD Bank will not process remittance · TDS liability on payer under Section 195Income Tax Dept
FAQ

FC-TRS Filing — Frequently Asked Questions

Form FC-TRS (Foreign Currency – Transfer of Shares) is a mandatory RBI reporting form under FEMA that must be filed when capital instruments (equity shares, CCPS, CCDs) of an Indian company are transferred between a resident and a non-resident — either by sale or gift. It must be filed on the RBI FIRMS portal within 60 days from the date of transfer of capital instruments OR date of receipt/remittance of funds, whichever is earlier. The filing is done by the resident party (buyer or seller) except in cases where a non-resident holding shares on a non-repatriable basis is transferring to a resident.
Form FC-GPR is filed when an Indian company issues (allots) new shares to a non-resident investor — the company's share capital increases and the company files within 30 days of allotment. Form FC-TRS is filed when existing shares are transferred between a resident and non-resident — the company's share capital does not change and the resident party (buyer or seller) files within 60 days. Simply: FC-GPR = new money into company for new shares; FC-TRS = existing shares changing hands between a resident and non-resident.
The responsibility for filing FC-TRS rests with the resident party — whether buyer or seller. If a resident sells to a non-resident: the resident seller files. If a non-resident sells to a resident: the resident buyer files. Exception: when a non-resident purchases shares directly through a recognised stock exchange, the non-resident buyer is responsible for filing. Another exception: when a person resident outside India holding shares on a non-repatriable basis transfers to a resident, the non-resident holder is responsible for filing.
Yes — FC-TRS filing is mandatory even for gift transfers (without consideration) between residents and non-residents. When an NRI gifts shares of an Indian company to a resident, or a resident gifts shares to an NRI, FC-TRS must be filed within 60 days. For gift transfers, there is no FIRC or outward remittance certificate (since no money changes hands), but specific gift documentation is required: a consent/gift letter between donor and donee, relationship declaration, non-resident declaration, and a valuation certificate. Gift transfers are also subject to income tax implications — contact TAXAJ for a comprehensive gift-of-shares compliance advisory.
FEMA pricing rules for share transfers are asymmetric: (1) When a resident transfers to a non-resident: the price must be not less than FMV (floor price) — the resident cannot sell below FMV to a foreign buyer. (2) When a non-resident transfers to a resident: the price must be not more than FMV (ceiling price) — the foreign seller cannot receive more than FMV. FMV for unlisted companies must be certified by a SEBI-registered Merchant Banker or practicing CA using the DCF method or another internationally accepted method. For listed companies, SEBI pricing guidelines apply. Valuation certificates should not be older than 90 days from the transfer date.
Late FC-TRS filing attracts a Late Submission Fee (LSF) calculated as: ₹7,500 + (0.025% × transaction amount × number of days of delay), capped at the transaction value. The LSF is payable via RTGS to the RBI's bank account (details provided by the AD Bank). The LSF facility is available for delays up to 3 years from the due date. If the LSF advice is not paid within 30 days, it becomes void and a fresh application resets the delay calculation. Beyond 3 years, the FEMA Compounding route must be used — which requires application to the RBI Enforcement Department and payment of a compounding penalty ranging from 0.5% to 3% of the contravention amount. TAXAJ handles both LSF-route late filings and compounding applications.
TAXAJ Services

FC-TRS Filing — Service Packages

TAXAJ's FEMA + CA + legal team handles the complete share transfer compliance cycle — from valuation to FIRMS portal filing to AD Bank follow-up. Starting ₹9,999.

FC-TRS Filing
₹9,999
Single FC-TRS · Standard share transfer
  • ✓Pricing & FDI policy compliance check
  • ✓FIRC / ORC + KYC coordination
  • ✓FC-TRS filing on FIRMS portal
  • ✓AD Bank follow-up for acknowledgement
  • ✓Cap table + FIRMS Entity Master update
Get Started →
Most Popular
Full Transfer Compliance
₹18,999
FC-TRS + Valuation + 15CA/15CB + SH-4
  • ✓All FC-TRS Filing services
  • ✓Valuation certificate coordination (CA/MB)
  • ✓Form 15CA / 15CB for NR payment
  • ✓SH-4 stamp duty guidance
  • ✓Annual FLA Return update
Get Started →
Late Filing / Compounding
₹19,999+
Missed deadline · LSF or compounding route
  • ✓LSF calculation & advice
  • ✓Late FC-TRS filing with LSF payment
  • ✓Compounding application (>3 yr delays)
  • ✓RBI Enforcement Dept coordination
  • ✓FEMA regularisation end-to-end
Discuss My Case →
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Transferring Shares with a Non-Resident?
File FC-TRS Within 60 Days.

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