Structuring, compliance, and representation for entities trading or incorporating across
Indian borders — Indian law, built for clients operating internationally.
Cross-border structuring in India runs on a route-based system: FEMA, 1999 sorts foreign
investment into an automatic route (report after the fact) and a government approval route
(approval needed before the money moves), with sector-specific caps layered on top. Getting
the route wrong doesn't just slow a deal down — it can mean the investment was never
actually compliant in the first place.
The way this usually goes wrong is procedural, not strategic. A funding round closes, shares
are allotted, and everyone moves on — but Form FC-GPR was never filed within the 30-day
window the FEMA (Non-Debt Instruments) Rules, 2019 require. That's a FEMA contravention,
fixable through RBI's compounding process, but fixable after the fact is a worse position
than compliant from the start.
Qalve's approach treats the FEMA reporting calendar as part of the deal itself — structuring
the route and the entity form before the investment closes, then filing FC-GPR, FLA, or the
relevant RBI reporting on schedule, not when someone eventually asks about it. For entities
also trading in goods, this extends to Import Export Code coordination and Foreign Trade
Policy compliance.
This is also where Corporate & Compliance
and Taxation & Regulatory intersect for
foreign-owned entities specifically — a single compliance calendar rather than three
disconnected ones.
Scope of advisory
What this covers
Inbound Investment (FDI)
Route & sectoral cap analysis — automatic versus government approval, assessed against the actual sector.
FC-GPR filing — on allotment of shares or eligible instruments to a foreign investor.
Downstream investment structuring — for Indian entities with foreign ownership investing further into other Indian entities.
Pricing guideline compliance — valuation requirements on share issue and transfer.
Outbound Investment (ODI)
Overseas direct investment structuring — for Indian entities investing abroad.
Liberalised Remittance Scheme — advisory for resident individuals investing or remitting abroad.
Annual performance reporting — for existing overseas investments.
Trade & Licensing
Import Export Code (IEC) registration — for entities trading goods or services across borders.
Foreign Trade Policy compliance — including applicable export incentive schemes.
Establishment in India
Branch, liaison & project office setup — RBI/AD bank approval for foreign companies.
Annual FLA return filing — for entities with foreign investment or overseas assets.
FLA Return, filed directly with the Reserve Bank of India
Regulator
Reserve Bank of India (RBI) · Directorate General of Foreign Trade (DGFT)
§ Reach — India-based advisory, structured for clients and counterparties across the jurisdictions matters actually touch.
§ Process
How we work
01
Structure
Determine the correct route, sectoral cap, and entity form before the investment closes.
02
Document
Shareholder and subscription agreements drafted against FEMA's actual reporting triggers.
03
File
FC-GPR, FLA, or the relevant RBI/AD bank filing, within the statutory window — not after someone asks about it.
04
Maintain
Ongoing FEMA compliance as the structure changes — further rounds, downstream investment, or repatriation.
§ Who this serves
Client archetypes
Foreign investors
Investing in or acquiring an Indian company, needing the route and reporting structured correctly.
Indian companies raising abroad
Closing a round from a foreign investor and needing FC-GPR and downstream compliance handled.
Foreign companies entering India
Opening a branch, liaison, or project office and needing RBI/AD bank approval.
Exporters & importers
Needing IEC registration and Foreign Trade Policy compliance.
What is the difference between the automatic route and the government approval route for FDI?
Under the automatic route, a foreign investment only needs to be reported to the RBI through the authorised dealer bank after the fact — no prior government approval is needed. The government route requires approval before the investment is made, and applies to specific sectors (or specific situations, such as investment from a country sharing a land border with India) regardless of the amount.
What is Form FC-GPR and when does it need to be filed?
FC-GPR is the report an Indian company files with the RBI when it allots shares (or other eligible instruments) to a foreign investor, under the FEMA (Non-Debt Instruments) Rules, 2019. It has to be filed within 30 days of the date of allotment — filing late, or not at all, is treated as a FEMA contravention that needs to be regularised through a compounding application.
Can an Indian company invest in a foreign company?
Yes, through the Overseas Direct Investment (ODI) route under the Foreign Exchange Management (Overseas Investment) Rules, 2022, subject to prescribed limits and reporting — including annual performance reports on the overseas entity once the investment is made.
What is the Liberalised Remittance Scheme?
It's the FEMA framework that lets a resident individual remit funds abroad, up to an annual limit set by the RBI, for permitted current and capital account transactions — including investing in foreign securities, buying property abroad, or maintaining a foreign bank account. The limit and the list of permitted uses are both periodically revised by the RBI.
Does a foreign company need RBI approval to open a liaison office in India?
Yes. A liaison, branch, or project office for a foreign company requires approval from the RBI, generally routed through an Authorised Dealer Category-I bank, and is typically conditioned on the parent company's financial track record and the specific activities the office intends to carry out — a liaison office in particular is restricted to non-commercial, representational activities only.