/ FEMA Form Checklist · Updated 2026-10-22
Form FC-TRS Filing Checklist India 2026, 60-day transfer reporting.
Form FC-TRS mandatory FEMA filing for transfer of shares between resident and non-resident (or between two non-residents in Indian entity): within 60 days of transaction. Covers primary + secondary market transfers. Pricing guidelines + consent letters + CA / Merchant Banker certification required. Here's the complete 2026 filing framework.
DC
Written by CA Durgesh Chavda
Chartered Accountant (ICAI) · Founder, Bharat Quantum Prospera · US incorporation, India-US DTAA, FEMA ODI, NRI taxation, cross-border structuring · LinkedIn
/ When FC-TRS applies
Covered transfers.
- Resident to non-resident: Indian resident selling shares of Indian company to foreign buyer. FC-TRS by resident.
- Non-resident to resident: Foreign shareholder selling to Indian buyer. FC-TRS by resident buyer.
- Non-resident to non-resident: Foreign shareholder transferring to another foreign party. FC-TRS by the Indian company whose shares are being transferred.
- Covers primary + secondary market; equity + preference + convertible; direct + indirect.
- Timeline: within 60 days of transaction via FIRMS portal.
/ Required documents
The attachments.
- Share transfer agreement.
- Share transfer form (SH-4) duly stamped.
- Pricing certificate from CA / Merchant Banker (Rule 21 Pricing Guidelines).
- Consent letters from both parties.
- Board resolution approving transfer.
- Non-resident party's KYC (passport + address proof + apostille if applicable).
- FIRC if money has flowed inward.
- Form 15CA + 15CB if payment flowing out of India (for non-resident to resident transfer where consideration is paid).
/ Pricing guidelines (Rule 21)
Critical compliance.
- Transfer by resident to non-resident: price should NOT be less than fair value (DCF for unlisted). Resident cannot sell cheap to non-resident.
- Transfer by non-resident to resident: price should NOT be more than fair value. Resident cannot overpay to non-resident.
- Non-resident to non-resident: Indian pricing guidelines don't directly apply; but tax implications in India (capital gain) relevant.
- Methodology: DCF (unlisted) or closing price (listed). CA / Merchant Banker certificate mandatory.
/ Common FC-TRS scenarios
Where it comes up.
- Startup secondary - founder selling shares to foreign investor.
- Angel exit - angel investor selling to Series A VC (foreign).
- M&A exit - Indian promoters selling to foreign strategic acquirer.
- Buyback - Indian company buying back shares from foreign shareholder.
- ESOP exercise by non-resident employee of Indian company.
- Group restructuring - inter-affiliate transfers of Indian shares.
- Flip - Indian company shares transferred to new US HQ parent.
Last updated: 2026-10-22.
/ Ready when you are
Share transfer between resident + non-resident?
FC-TRS within 60 days + pricing certificate + Form 15CA/CB if applicable. BQP integrated secondary / M&A compliance.
FAQ
Common questions, answered.
When is Form FC-TRS due?
Within 60 days of share transfer transaction. Filed via FIRMS portal (RBI). Non-filing attracts FEMA Section 13 compounding.
Who files FC-TRS when non-resident sells to non-resident?
The Indian company whose shares are being transferred. Resident party to transaction is the Indian company itself. Specific scenario for inter-foreign-party transfers of Indian securities.
What's the pricing restriction?
Rule 21: resident cannot sell below fair value to non-resident; cannot buy above fair value from non-resident. Fair value = DCF for unlisted, closing price for listed. CA / Merchant Banker certificate mandatory confirming compliance.
Does FC-TRS need Form 15CA + 15CB?
If share consideration is paid in foreign currency to non-resident (e.g., Indian buyer paying foreign seller): Form 15CA + 15CB required under Rule 37BB. Payment is 'chargeable to tax in India' (capital gain) - Section 195 TDS at applicable rate (treaty rate with TRC + Form 10F).
What if FC-TRS was missed historically?
FEMA voluntary compounding under Section 13 - typical INR 10,000-50,000 per instance. Materially cheaper than RBI inspection. BQP integrated FEMA compounding service covers past FC-TRS misses.
Does BQP file FC-TRS for secondary / M&A transactions?
Yes - standard service alongside M&A transaction advisory. Pricing certificate + share transfer agreement + SH-4 + FIRMS portal filing + Form 15CA/15CB if applicable. Standard turnaround 7-14 days. WhatsApp +91 78018 87130.
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