1 What is Form FC-TRS?

The literal meaning of Form FC-TRS is ¨Foreign Currency-Transfer of Shares¨. The FC-TRS form is filed in case of transfer of shares of an Indian Company from a resident to a Non-Resident/Non-Resident Indian, and vice versa, through its Authorised Dealer bank (AD Category-1 Bank).

2 Who files an FC-TRS Form?

The responsibility of reporting FC-TRS shall be on the resident transferor/ transferee, or the person resident outside India holding capital instruments on a non-repatriable basis, as the case may be.

3 What is the time limit for filing FC-TRS Form?

The form FC-TRS has to be filed with the Authorised Dealer bank within sixty days of transfer of capital instruments, or receipt/ remittance of funds, whichever is earlier.

4 Procedure to File FC-TRS Form

The FC-TRS form needs to be filed with the Authorized Dealer bank within Sixty days of transfer of capital instruments of receipt/remittance of funds, whichever is earlier. Here you can find the procedure to file FC-TRS Form briefly explained, step by step, for your advantage:

4.1 Step 1:   Registration for Business User

• Firstly, you need to visit the FIRMS website at https://firms.rbi.org.in

• Next, click on registration for new business users and fill up the details in the form as required. 

[NOTE: Make sure to keep your username unique]

• After filling the form the BU has to submit the same.
• Upon submission, the same will have to be verified by the AD Bank Branch concerned. The approval/ rejection of the same would be communicated through email notification to the BU.

4.2 Step 2:   Logging in to firms

• Visit https://firms.rbi.org.in for logging into FIRMS. 
• There by using the User Name and default password, given via an email, the BU will can set a new password.
• Logging in to FIRMS will lead the BU to his/her workspace.

4.3 Step 3:   Log into SMF and reach out to your workspace.

• After you have completed the submission process for the form of registration of new business users, you will be able to login to the firms. Simply login into SMF and reach your work space.

4.4 Step 4:   Select the Return type

• On Single Master Form click on the drop down menu “Return Type” where you will be able to see different types of forms.
• Select “Form FC-TRS” and click on ¨Add New Return¨.
• The user will be taken to form FC-TRS where certain details will be pre-filled, like CIN, Company name, Pan Number etc.. On the other hand, other details like entry route and applicable sectoral cap/statutory ceiling will have to be filled.

4.5 Step 5:   Common investment details

• Next you will have to file the common investment details. 
• These details are common to all the returns that can be reported in SMF In FC-TRS form. Fill up the common  investment details in the form as required.

4.6 Step 6:   Common details

• After filling in the details of common investment, in the next step you have to fill in some common details that need to be filled in the next tab of Form FC-TRS.
• Details such as way of transfer, change in the shareholding pattern if any transfer is made from and to whom, nature of transfer, date of transfer, transfer type, and at last the buyer or seller details in case of sale or donor and donee details in case of gift are to be filled under common details.

4.7 Step 7:   Particulars of transfer

• Next comes the details of transfer, such as type of capital instruments, number of instruments, the conversion ratio, number of equity shares on a fully diluted basis, face value of equivalent shares, transfer price per instrument, the total amount of consideration, and the fair value of the instruments at the time of transfer (in case of gift this would be kept blank). Fill these details carefully and move on to the next step.

4.8 Step 8:   Remittance details

• After filling the particulars of transfer, you will have to fill Remittance Details such as Mode of payment, Name of AD bank, Address of the AD bank, Amount remitted or received in Rupees, Whether and Tranche number, and Whether the remitter is different from a foreign investor, in the FC-TRS Form. 
• It is important to note that this step will not be applied to the transfer of gifts.

4.9 Step 9:   Shareholding pattern

This is the second last step where you will have to submit the following details:

• Value of equity shares, on a fully diluted basis, other than Foreign Portfolio Investment and indirect foreign investment or Value of Capital contribution/profit shares, Foreign Portfolio Investment, and Indirect foreign investment- Value of equity shares, on a fully diluted basis.
• Pre-transaction values are auto-populated from the Entity Master (tab 3)
• Post-transaction values are auto-calculated based upon the details provided in the form. [Post transaction=Pre transaction value of shares + Value of shares reported in the form.] 
• The Business user must ensure that the details are correctly filled in the form, so that the shareholding pattern which is auto- calculated is correct.

4.10 Step 10: Submitting the form

• Once you have filled all the details, you can simply submit the form by clicking on save and submit. 
• In case you are a non-resident transferor/transferee, you will have to attach a declaration with FC-TRS Form in the following format:

5 List of Documents to be attached along with the Form FC-TRS

Along with your FC-TRS Form, you will have to attach the following documents:

5.1 For transfer by way of Gift

• Relevant Regulatory Approvals: Wherever required, these documents need to be attached as ¨other documents¨ with the FC-TRS Form.
• Consent Letter: This is the consent letter signed between the donor and the donee for the transfer. 
• Non-Resident Declaration: As per the given format mentioned above, it needs to be attached with the FC-TRS Form.

5.2 For transfer by way of Sale

• Transfer Agreement: Along with the FC-TRS Form, relevant extracts of the transfer agreement along with the consent letter between buyer and seller, for the sale/purchase on stock exchange, needs to be attached. These contract notes may be attached, at “Transfer agreement/ Valuation certificate”.
• Valuation Certificate: A valuation certificate as per FEMA 20 (R) needs to be attached at “Transfer agreement/Valuation certificate” along with the FC-TRS Form.
• Non-Resident Declaration: As per the format mentioned above, non-resident declaration needs to be attached.
• In case of sale by a non-resident, acknowledgement of FC-TRS, as applicable for the capital instruments being sold, has to be attached as “other attachment”.
• An FIRC/Outward remittance certificate and KYC needs to be attached at the specified attachment.

5.3 Securities that under considered under FDI

• Equity Shares
• Convertible Preference Share
• Convertible Debenture