Ensure Smooth FC-GPR Filing with the Attached CS Certificate

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The term FC-GPR refers to a route that allows Indian enterprises to issue shares or convertible securities to international investors as long as certain conditions are met.

When a company issue shares or convertible securities to foreign investors via the FC-GPR method, the companies are required to submit a certificate from a practising company Secretary. This complies with the regulations set forth by the RBI. This certificate, which verifies that the organisation has acted in accordance with the relevant FEMA legislation and guidelines, is more frequently referred to as the Company Secretary Certificate under FC-GPR.

The Company Secretary, who is a qualified professional who earned their credentials through the Institute of Company Secretaries of India (ICSI), examines the documents and ensures that they are in accordance with the FEMA laws. This includes verification of FEMA's sectoral caps, pricing recommendations, reporting regulations, and any other laws that may be applicable.

This certificate is submitted to the Reserve Bank of India (RBI) or authorised banks as part of the reporting and documentation requirements for foreign investment in India.


1. Verification of Compliance: The certificate is evidence that the business has acted in accordance with the requirements of the Foreign Exchange Management Act (FEMA) and the regulations that regulate foreign investments in India. It guarantees that the company has complied the mandatory provisions, such as sectoral caps, price laws, reporting obligations, and any other applicable provisions that may be applicable.

2. The Reserve Bank of India (RBI) and authorised banks both prescribed for the submission of the Company Secretary Certificate as part of the paperwork procedure. These institutions monitor transactions involving foreign investments. It demonstrates that the company has complied with all of the essential requirements, thus it serves as evidence.

3. Professional Verification: In order to confirm that all of the requirements have been met, the appropriate documents, records, and procedures are evaluated by a competent Company Secretary who then issues the certificate. Due to their extensive knowledge of corporate rules and regulations, Company Secretaries play an essential part in the process of ensuring that any foreign investment deals are carried out in compliance with the FEMA regulations that are now in effect.

4. Regulatory Oversight: The Company Secretary Certificate serves as a method of check and balance, ensuring that businesses do not breach the legislation concerning foreign investments by acting as a safeguard against potential infractions. The regulatory authorities have the ability to monitor and manage the flow of foreign funds into the country as a result of the requirement of this certificate.


1. What is the Company Secretary Certificate in FCGPR?

When an Indian company issues shares or convertible securities to foreign investors via the FC-GPR method, the Company is required to submit a certificate from a practicing Company Secretary this verifies that the company has acted in accordance with the FEMA regulations and guidelines that are now in effect.

2. Why is it necessary to have a certificate as the Company Secretary?

The certificate is required in order to guarantee conformity with the FEMA requirements and recommendations. It is evidence that the company has adhered to the essential procedures, such as conforming to sectoral caps, price rules, reporting obligations, and other pertinent provisions. It also serves as evidence that the company has followed the necessary procedures.

3. Who exactly is responsible for issuing Company Secretary Certificate?

Company secretary in practise who is a member of the Institute of Company Secretaries of India (ICSI) is the only person qualified to grant the Company Secretary Certificate. In order to ensure that all requirements are met, the Company Secretary examines all pertinent documents, records, and procedures.

4. When the certificate is being issued, what kinds of things does the Company Secretary look over?

The Company Secretary examines all of the pertinent documents and records that are connected to the transaction involving the foreign investment. This includes checking that FEMA regulations are followed, such as sectoral caps, price guidelines, reporting requirements, and any other provisions that may apply.

5. If FC-GPR regulations are violated, are there any consequences for those who do not comply?

Violating the FC-GPR requirements might result in fines and other legal repercussions if they are not followed. It is critical for businesses to follow the regulations and recommendations in order to prevent incurring any potential fines or experiencing any other issues.

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