NRI / FEMA Reference

NRI Investment & FEMA Compliance in India

Investing into an Indian company as an NRI is straightforward — if the FEMA route, banking and reporting are set up correctly. Get it right at entry and repatriation stays clean.

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In short: NRIs can invest in Indian companies on a repatriable basis (through NRE funds or inward remittance, under Schedule I of the FEMA NDI Rules) or a non-repatriable basis (through NRO funds, under Schedule IV, treated as domestic investment). Repatriable investment lets dividends and exit proceeds go abroad after tax; the company must file FC-GPR with the RBI within 30 days of allotment, and shares must be priced per FEMA valuation guidelines.

Repatriable vs non-repatriable NRI investment

Basis	Funds used	FEMA schedule	Repatriation	Treated as
Repatriable	NRE / inward remittance	Schedule I	Yes, after tax	Foreign investment
Non-repatriable	NRO funds	Schedule IV	Limited — USD 1M/yr facility	Domestic investment

The FEMA reporting chain

FC-GPR — issue of shares to a non-resident, within 30 days, via the RBI FIRMS / Single Master Form
FC-TRS — transfer of shares between resident and non-resident
LLP-I — LLP capital contribution by a foreign partner
Annual FLA return — by 15 July each year
Downstream-investment reporting — Form DI

Valuation & pricing guidelines

Shares issued to a non-resident must be priced at or above fair value; resident-to-non-resident transfers must be at or above fair value; non-resident-to-resident transfers must be at or below fair value. Fair value is determined by a SEBI-registered merchant banker or Chartered Accountant using an internationally accepted valuation methodology.

Repatriating dividends and sale proceeds

On the repatriable route, dividends and exit proceeds are freely remittable after taxes through the AD bank, supported by Form 15CA / 15CB. Funds held on the NRO route can be remitted within the USD 1 million per financial year facility, subject to tax payment and the same 15CA / 15CB certification.

Common NRI structures

Depending on your goal, the vehicle may be a company or an LLP. See NRI business setup, LLP for foreign partners, wholly owned subsidiary, and NRI taxation for the tax overlay.

Frequently asked questions

What is the difference between repatriable and non-repatriable NRI investment?

Repatriable investment is made through NRE funds or inward remittance (Schedule I) and lets you send dividends and sale proceeds abroad after tax. Non-repatriable investment uses NRO funds (Schedule IV), is treated as domestic, and can only be repatriated within the USD 1 million per year facility.

What is FC-GPR and when must it be filed?

FC-GPR is the RBI's report for the issue of shares to a foreign or NRI investor. The company must file it on the FIRMS portal (Single Master Form) within 30 days of allotment, supported by a valuation certificate.

How much can an NRI repatriate from an NRO account?

Up to USD 1 million per financial year, across NRO balances and eligible asset sale proceeds, subject to tax payment and Form 15CA/15CB.

Do NRI share issues require a valuation?

Yes. Shares issued to a non-resident must be priced at or above fair value determined by a SEBI-registered merchant banker or Chartered Accountant under FEMA pricing guidelines.

Reviewed by CA Regi Tom Antony, Regi Tom Antony & Associates. Last updated: July 2026.

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