Does an OCI Need an Apostille to Start a Company in India? FC-GPR vs FC-TRS for OCI Share Investments

An OCI cardholder who signs the incorporation documents while in India needs no apostille and no business visa: Rule 13(5)(d) of the Companies (Incorporation) Rules, 2014 waives the business visa for OCI and PIO cardholders. An OCI who signs from abroad is treated like any foreign national, so the documents must be notarised and then apostilled or legalised, depending on the country. On the second question, FC-GPR applies only when a company issues new shares to a non-resident. When an OCI buys existing shares, the form is FC-TRS, and only if the OCI holds them on a repatriable basis. Shares held on a non-repatriable basis are treated as domestic investment, and neither form is filed. This guide works through each situation an OCI investor meets, with the documents, forms and deadlines for each.

The short answer in one table

Situation	Apostille needed?	RBI form
OCI living abroad, signs documents abroad	Yes: notarised, then apostilled (or consular-legalised outside the Apostille Convention)	FC-GPR for subscriber shares, if held on a repatriable basis
OCI living abroad, signs documents while visiting India	No; business visa not needed either	FC-GPR for subscriber shares, if held on a repatriable basis
OCI who has moved to India and is resident under FEMA	No; incorporates like any resident	None: the investment is domestic
OCI subscribes to new shares (incorporation or later allotment), repatriable	Not applicable	FC-GPR within 30 days of allotment
OCI buys existing shares from a resident, repatriable	Not applicable	FC-TRS within 60 days
OCI buys or sells shares on a non-repatriable basis with a resident	Not applicable	None

Part 1: does an OCI need an apostille to incorporate a company?

Why the question arises

An Overseas Citizen of India holds a foreign passport. For company law, an OCI is therefore a foreign national, even though the OCI card gives a lifelong visa and most of the rights of an NRI. Rule 13(5) of the Companies (Incorporation) Rules, 2014 sets out how the signatures, address and identity proof of a foreign national subscriber must be certified, and that rule decides the answer.

What Rule 13(5) says

• (a) Commonwealth country: the subscriber’s signature, address and proof of identity are notarised by a notary in that country.
• (b) Hague Apostille Convention country: notarised by a notary of that country, then apostilled.
• (c) Any other country: notarised, then authenticated by an Indian diplomatic or consular officer.
• (d) Foreign national visiting India: the incorporation is allowed if the person holds a valid business visa. The Explanation adds that for a person of Indian origin or an Overseas Citizen of India, the business visa requirement does not apply.

Clauses (a) to (c) apply to a foreign national residing outside India who signs abroad. Clause (d) is the route for someone who is physically in India when signing.

Scenario 1: the OCI signs while visiting India

• No apostille and no notarisation abroad. The OCI signs the subscription sheet, DIR-2 consent, INC-9 declaration and DSC application in India.
• No business visa. The OCI card is enough under the Explanation to clause (d). A foreign national without an OCI card would need a business visa; a tourist or e-tourist visa would not do.
• What to carry: the original foreign passport, the OCI card, a recent address proof from the country of residence (a bank statement or utility bill, ideally not older than two months), a photograph, and an email and mobile number for the DSC and MCA OTPs.
• Plan the dates. The DSC, the signatures and the SPICe+ filing should fit within the visit. If the visit is short, we prepare and sign everything in the first few days and file after the OCI flies back.

Scenario 2: the OCI signs from abroad

• Apostille or legalisation is needed, exactly as for any other foreign subscriber. The OCI card does not change this, because clause (d) helps only a person who is in India.
• Which route depends on the country where the documents are signed: the USA, France, Japan and most of Europe apostille; the UK, Canada, Australia and Singapore are Commonwealth countries where notarisation satisfies MCA, though banks usually want an apostille as well; the UAE, Qatar and Kuwait need Indian Embassy attestation.
• Germany and China are exceptions. Both are in the Apostille Convention, but it is not in force between them and India, so an OCI living there needs consular legalisation.

Scenario 3: the OCI has moved to India

• Rule 13(5) is written for a foreign national residing outside India. An OCI living in India signs and files like a resident subscriber, with the passport and OCI card as identity proof and an Indian address proof.
• The OCI can be the resident director. Section 149(3) of the Companies Act, 2013 asks only that at least one director stays in India for 182 days or more in the financial year. Citizenship does not matter.
• PAN helps. An OCI living in India should get a PAN first; it is needed for the DIN, the bank account and the company’s own tax filings.

What the OCI card does not cover

• Documents of a foreign company. If the subscriber is the OCI’s overseas company rather than the OCI personally, its certificate of incorporation, charter and board resolution are executed abroad and still need the apostille or legalisation. See our step-by-step subsidiary guide.
• The bank. Some banks ask for apostilled KYC from foreign directors even where MCA does not. We confirm the bank’s list before the OCI travels.
• Name matching. The name on the passport, the OCI card, the DSC and the MCA forms must match exactly, including middle names. A mismatch is the most common reason an OCI’s filing is sent back.

Part 2: FC-GPR or FC-TRS when an OCI invests

First: is the OCI resident or non-resident under FEMA?

FEMA looks at residence, not citizenship. Under section 2(v) of the Foreign Exchange Management Act, 1999, a person who stayed in India for more than 182 days in the preceding financial year is resident, unless they left or stayed abroad for work, business or another purpose showing an intention to stay outside for an uncertain period. An OCI who has moved to India and meets this test invests as a resident: there is no FC-GPR, no FC-TRS and no foreign investment reporting at all. Everything below applies to an OCI who is a person resident outside India.

Repatriable or non-repatriable: the choice that decides the reporting

Point	Repatriable (Schedule I of the NDI Rules)	Non-repatriable (Schedule IV)
Treated as	Foreign direct investment	Deemed domestic investment
Money comes from	Inward remittance, NRE or FCNR(B) account	Also NRO account
Sale proceeds	Can be sent abroad freely	Credited to NRO; repatriation only within the USD 1 million a year NRO limit
Pricing guidelines	Apply	Do not apply
Sectoral caps and route	Apply	Do not count towards foreign investment
FC-GPR / FC-TRS	Required	Not required for transactions with residents

Decide this at the start and record it in the board resolution and the share application. Most OCIs who expect to take money out later choose the repatriable route and accept the reporting; those building a business they will run in India often choose non-repatriable for the simpler compliance.

FC-GPR: only for new shares

• When: the company issues or allots new shares to the OCI on a repatriable basis. This includes the subscriber shares at incorporation and any later rights or private-placement issue.
• Deadline: within 30 days of the date of allotment. The shares themselves must be allotted within 60 days of receiving the money, or the money is refunded within the next 15 days.
• Who files: the Indian company, on RBI’s FIRMS portal through its AD bank.
• Documents: FIRC and the remitter’s KYC from the bank, the board resolution for allotment, a valuation certificate not older than 90 days (subscriber shares go at face value), the company secretary’s certificate and the declaration in the form.
• Not needed: when the OCI subscribes on a non-repatriable basis.

FC-TRS: when an OCI buys or sells existing shares

A purchase of shares that already exist is a transfer, not an issue, so FC-GPR does not apply to it. The form for a transfer is FC-TRS.

Transfer	FC-TRS?	Who files
Resident sells to an OCI who will hold on a repatriable basis	Yes	The resident seller
OCI holding on a repatriable basis sells to a resident	Yes	The resident buyer
Resident sells to an OCI who will hold on a non-repatriable basis	No	Only Form SH-4 and the company’s register
OCI holding on a non-repatriable basis sells to a resident	No	Only Form SH-4
OCI holding on a non-repatriable basis sells to a non-resident who will hold on a repatriable basis	Yes	The OCI seller
OCI to another non-resident, both repatriable	No	No RBI form; Form SH-4 only

• Deadline: within 60 days of the transfer or of receipt or remittance of the money, whichever is earlier. For payment in instalments, the clock starts at the first receipt.
• Pricing: a resident selling to a non-resident must not sell below fair value; a non-resident selling to a resident must not sell above fair value. For an unlisted company, a CA, SEBI-registered merchant banker or practising cost accountant certifies the value.
• Deferred payment: up to 25% of the price can be paid later, within 18 months of the transfer agreement, or held in escrow for the same period.
• Documents: Form SH-4, the share purchase agreement, the valuation certificate, the FIRC or bank statement, KYC of the non-resident, consent letters and declarations by both parties, and the shareholding before and after the transfer.

Our earlier guide to FC-TRS for transfers between residents and non-residents walks through the portal filing itself.

Gifts of shares to and from an OCI

• Resident to OCI: rule 9(4) of the NDI Rules requires RBI’s prior approval. The donee must be a relative under section 2(77) of the Companies Act, the gift must stay within 5% of the company’s paid-up capital and the sectoral cap, and the donor’s gifts to non-residents in a financial year must not exceed USD 50,000 at fair value. FC-TRS follows once approved, for shares held on a repatriable basis.
• Held non-repatriable: rule 9(4) does not separate repatriable and non-repatriable gifts. Some practitioners argue that a non-repatriable gift is domestic and needs no approval, but there is no RBI clarification, so we apply for approval unless the facts clearly support the other view.
• OCI to resident: allowed freely.

Other points for the share transfer

• Stamp duty: 0.015% of the consideration on a transfer outside a depository, paid on Form SH-4.
• Demat: under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a private company that is not a small company must dematerialise its shares, and once its compliance date has passed a holder must demat shares before transferring them. A subsidiary of a foreign company is never a small company, so check this before signing the share purchase agreement.
• Income tax: when the seller is a non-resident OCI, the buyer must deduct tax at source on the gain under section 393 of the Income-tax Act, 2025. A buyer who pays less than fair market value can be taxed on the difference as income from other sources.
• Late filing: both FC-GPR and FC-TRS can be filed late with a late submission fee of ₹7,500 plus 0.025% of the amount for each year of delay, capped at the amount involved.

Checklist for an OCI investor

1. Confirm your FEMA residence status. If you are resident in India, invest as a resident.
2. Choose repatriable or non-repatriable, and use the matching bank account (NRE or FCNR for repatriable, NRO for non-repatriable).
3. If you can, sign the incorporation documents in India: no apostille and no business visa.
4. If signing abroad, get the documents notarised and apostilled, or legalised by the Indian mission in Germany, China, the Gulf and other non-Convention countries.
5. For new shares on a repatriable basis, make sure the company files FC-GPR within 30 days of allotment.
6. For bought or sold shares on a repatriable basis, make sure the resident party files FC-TRS within 60 days.

Frequently asked questions

Does an OCI cardholder need a business visa to start a company in India?

No. The Explanation to Rule 13(5)(d) of the Companies (Incorporation) Rules, 2014 removes the business visa requirement for OCI and PIO cardholders who sign the documents in India.

Does an OCI need to apostille documents for company registration?

Only when signing from abroad. An OCI who signs in India, or who lives in India, needs no apostille. An OCI signing abroad follows the same notarisation and apostille or legalisation route as any foreign national.

Is FC-GPR required when an OCI buys shares from an existing shareholder?

No. FC-GPR covers only a fresh issue of shares. A purchase from an existing shareholder is a transfer, reported in FC-TRS if the OCI holds the shares on a repatriable basis.

Is any RBI reporting needed if an OCI invests on a non-repatriable basis?

Not for subscriptions or for transfers with residents. Investment by NRIs and OCIs on a non-repatriable basis is treated as domestic investment. FC-TRS is needed only if the shares later move to a non-resident who holds them on a repatriable basis.

Can an OCI be the resident director of an Indian company?

Yes, if they stay in India for 182 days or more during the financial year. Section 149(3) looks at days in India, not citizenship.

TAXAJ sets up companies for OCI and NRI founders from our offices in Delhi, Bengaluru, Goa and Bihar, and files the FC-GPR, FC-TRS and FLA returns that follow. See our India entry services, our guide to foreign directors in an Indian company, or our FC-TRS filing service.

Last updated 26 October 2026. Sources: Companies (Incorporation) Rules, 2014, rule 13(5) as inserted by the Companies (Incorporation) Third Amendment Rules, 2016 (GSR 743(E), 27 July 2016); Companies Act, 2013, sections 56 and 149(3); Companies (Prospectus and Allotment of Securities) Rules, 2014, rule 9B; Foreign Exchange Management Act, 1999, section 2(v); Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Schedules I and IV and rule 9; RBI Master Direction on Foreign Investment in India (updated to 15 June 2026), paragraphs 7.9.1, 8.3 and 9.1.15; RBI Master Direction on Reporting under FEMA; A.P. (DIR Series) Circular 16 of 2022 on late submission fees; Income-tax Act, 2025, section 393; HCCH Apostille Convention status table. General information only; check your own facts with us before you invest.