FC-TRS: Reporting a Share Transfer Involving a Foreign Investor
When shares transfer between a resident and a non-resident — a secondary sale, an investor exit, a founder selling to a foreign fund — you must file FC-TRS with the RBI. Here's when it applies and the timeline.
FC-TRS is the RBI filing that reports a transfer of shares between a resident and a non-resident — filed through your authorised dealer (AD) bank on the FIRMS portal, generally within 60 days of the transfer or receipt of consideration. It applies when shares change hands involving a foreign party (a secondary sale, an investor exiting, a founder selling to a foreign fund) — as distinct from FC-GPR, which reports a fresh issue of shares. Miss it and you face a Late Submission Fee and a FEMA finding in diligence.
FC-TRS vs FC-GPR — the difference
Both are FEMA filings, but they report different events:
- FC-GPR — a company issues new shares to a non-resident (a primary allotment, e.g. a funding round).
- FC-TRS — existing shares transfer between a resident and a non-resident (a secondary transaction).
A single round can trigger both: FC-GPR for the primary money in, and FC-TRS if any secondary shares change hands between residents and the foreign fund at the same time.
When FC-TRS applies
The common triggers for a startup:
- A founder or early shareholder sells secondary shares to a foreign investor in (or around) a round.
- A foreign investor exits by transferring shares to a resident buyer.
- Any resident ↔ non-resident share transfer, by sale or gift, in an Indian company.
Both the transferor and transferee have reporting responsibilities, and the filing must reconcile with the pricing guidelines, valuation, and the transfer documents — much like FC-GPR (see the FEMA guide).
The timeline
FC-TRS is filed on the RBI's FIRMS portal through the AD bank, generally within 60 days of the transfer or the receipt/remittance of consideration. Late filing attracts the Late Submission Fee the RBI charges for delayed FEMA reporting.
Why it's easy to miss
A secondary transfer in the middle of a primary round doesn't feel like a separate reporting event — the attention is on the money coming in. But FC-TRS is a distinct obligation, and because secondary transfers are less routine than allotments, founders and even some advisors overlook it. It then surfaces in the FEMA section of the next diligence.
Track the transfer reporting alongside your FEMA filings
FC-TRS is an event-driven FEMA filing that fires on a share transfer, not a calendar date. ComplianceStack helps you track your FEMA obligations — FC-GPR on issues, FC-TRS on transfers, FLA annually — with each acknowledgement stored as evidence. Get your free compliance health check.
FAQs
- What is FC-TRS?
- The RBI filing reporting a transfer of shares between a resident and a non-resident in an Indian company, filed through the AD bank on the FIRMS portal.
- How is FC-TRS different from FC-GPR?
- FC-GPR reports a fresh issue of shares to a non-resident (primary); FC-TRS reports a transfer of existing shares between a resident and a non-resident (secondary).
- When is FC-TRS due?
- Generally within 60 days of the transfer or the receipt of consideration; late filing attracts a Late Submission Fee.
- Does a secondary sale in a funding round need FC-TRS?
- Yes — if existing shares transfer between a resident and the foreign investor, FC-TRS applies in addition to any FC-GPR for the primary allotment.
This article is general information, not tax, legal or accounting advice. Statutory timelines and thresholds change by notification — confirm applicability and interpretation with your CA, CS, or lawyer before acting.
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