The post-raise compliance clock: FC-GPR, PAS-3 and the valuation report founders owe within 30 days.

What to do after raising seed funding in India: the 30-day FC-GPR, PAS-3 and valuation-report clocks that start the day you allot shares.

What to do after raising seed funding in India is not "celebrate, then get back to building." The money landing in your account starts a set of statutory clocks, and the tightest of them run out within 30 days of allotting shares. Miss them and you are not looking at a warning — you are looking at Late Submission Fees to the RBI and additional fees to the Registrar of Companies that compound by the day.

Here is the sequence every founder who has just closed a round should run, in order.

Allot the shares within 60 days of receiving the money

Under the FEMA Non-Debt Instrument Rules, when a non-resident investor remits funds, the Indian company must allot the capital instruments within 60 days of receiving the money. If you cannot allot in time, the money has to be refunded within 15 days. Most priced rounds are issued by private placement under Section 42 of the Companies Act, 2013, so the allotment also has to sit on a board (and, where required, shareholder) resolution and a valid offer letter in Form PAS-4.

Get the valuation report before you allot

Shares issued to a non-resident must be priced at or above fair value, worked out on an internationally accepted pricing methodology and certified by a SEBI-registered merchant banker or a chartered accountant. The same number has to survive the domestic test: Rule 11UA of the Income-tax Rules governs the fair market value that keeps the issue clear of angel-tax exposure. The valuation is dated before allotment — commissioning it after the fact is the single most common thing we unwind. We have written separately on the Rule 11UA valuation triggers founders miss.

File PAS-3 with the Registrar

The return of allotment in Form PAS-3 reports the new shares to the Registrar of Companies. For a private-placement allotment under Section 42, this is due within 15 days of allotment (as reported — the general return-of-allotment timeline under Section 39 is 30 days; confirm which limb applies to your issue). Until PAS-3 is filed, Section 42 bars you from utilising the money raised.

File FC-GPR with the RBI within 30 days

Where any of the investors are non-resident, the company reports the foreign investment to the RBI on Form FC-GPR through the FIRMS portal, within 30 days of the date of allotment — not the date the money arrived. The filing needs the valuation certificate and a company-secretary certificate. Late filing attracts a Late Submission Fee, reported as ₹7,500 plus 0.025% of the amount involved per day of delay — small if you are days late, painful if you find out months later.

Reconcile the cap table, SHA and articles

The paperwork that closes a round and the paperwork that governs the company afterwards are not the same document. The shareholders' agreement carries the investor's rights; those rights only bind the company once they are written into the articles of association. Where the two conflict, the articles win — so the post-closing job is to align them. This is also the moment to reset the ESOP pool to the agreed post-money size before the next round dilutes it further; ESOP taxation in India is worth understanding before you expand the pool.

The 30-day checklist

• Valuation report — dated before allotment, merchant banker/CA, FEMA pricing + Rule 11UA
• Board/shareholder resolutions + PAS-4 offer letter — Section 42 private placement
• PAS-3 — return of allotment to ROC (15 days for private placement, as reported)
• FC-GPR — to RBI on FIRMS, within 30 days of allotment, where investors are non-resident
• Cap table, SHA-to-articles alignment, ESOP pool reset

FAQ

When does the 30-day FC-GPR clock start? From the date of allotment of shares, not the date the investment money was received. The two dates are often weeks apart.

What happens if I file FC-GPR late? The RBI accepts the filing with a Late Submission Fee (reported as ₹7,500 + 0.025% of the investment amount per day of delay). The investment is not void, but it is not regularised until the LSF is paid and the form is accepted.

Do these rules apply to a SAFE or convertible note? Convertible instruments have their own FEMA reporting (and reporting again on conversion). A SAFE is not a recognised capital instrument under the NDI Rules in the same way — structure it as a compulsorily convertible instrument before a non-resident cheque comes in, or you create a reporting problem on day one.

How Advisory Monks Consulting helps

We run the full post-raise clock for founders — valuation, PAS-3, FC-GPR on FIRMS, and the SHA-to-articles and ESOP reconciliation — so that nothing in the 30-day window is discovered late. Advisory Monks Consulting works alongside your company secretary and investors to close the round cleanly and keep it regularised for the next one.

By Shamik Ukil, Advisory Monks Consulting.

This article is general information, not advice. Statutory timelines and fees change; confirm each FEMA and Companies Act deadline against the current Rules, or speak to a qualified adviser, before you act.

This note is general guidance, not tax or legal advice. Positions depend on your specific facts — speak with a partner before acting.