Last reviewed: 25 September 2026. If your startup has ever taken foreign investment or invested abroad, there is a good chance you have an annual FLA return to file with the RBI - and it is one of the most commonly missed startup compliances, because founders assume no new round means no filing. This guide focuses on when the FLA applies to startups, how it differs from FC-GPR, what to do after the 15 July 2026 date has passed, and the mistakes to avoid.
At a glance
When the FLA applies to a startup
The moment your startup takes foreign direct investment - an overseas angel, a foreign fund, a global accelerator - and that investment remains outstanding at 31 March, you have an FLA obligation. It continues every year the investment is on your books, regardless of whether you raised anything new that year. LLPs with foreign partners are equally covered.
Also covers Indian entities with outstanding overseas direct investment (ODI). The RBI's FLA FAQs cover entities that have received FDI and/or made overseas direct investment, so a startup that has set up or invested in a foreign subsidiary (for example, a US or Singapore entity) files the FLA even if it has no foreign investor of its own. And because the return captures two years, an entity whose foreign investor exited during the year still files for that year if FDI was outstanding at the previous 31 March.
FLA vs FC-GPR - do not confuse them
Founders often mix these up. FC-GPR is a one-time report you file when you allot shares to a foreign investor, at the time of that specific transaction. The FLA is an annual return of your outstanding foreign investment position. You may need both - FC-GPR at the round, FLA every year afterwards.
The mistakes to avoid
- Skipping the FLA in a year with no new fundraise, while earlier investment is still outstanding.
- Assuming LLPs are exempt - they are not, if they hold foreign investment.
- Assuming there is a minimum amount - there is none. Any outstanding FDI or ODI, however small, triggers the return.
- Forgetting ODI - a startup with a foreign subsidiary files even with no foreign investor.
- Filing on unaudited figures and never revising after the audit.
The FLA is due by 15 July on the RBI FLAIR portal. Missing it is a FEMA contravention and a due-diligence red flag, so keep it current. For FLAIR registration and the full filing process, see our FLA return guide.
FLA timeline for a typical year
| Stage | When | What happens |
|---|---|---|
| Reporting position | 31 March | Outstanding FDI and ODI, valued as the FLA format requires |
| FLA return on FLAIR | By 15 July | File on audited figures if ready; otherwise on provisional or unaudited figures |
| Revision after audit | As soon as audited accounts are available | Raise a request on FLAIR for permission to revise, and file the revised return once RBI approves. RBI's FAQs say this is needed whatever the size of the change; no fixed date is prescribed |
| Earlier missed years | Any time, with RBI approval | File the missed returns on FLAIR and pay the Late Submission Fee |
Late? The Late Submission Fee route
A missed FLA return is regularised by filing it and paying a Late Submission Fee (LSF) under A.P. (DIR Series) Circular No. 16 dated 30 September 2022. That circular treats the FLA return as a non-flow report, so the LSF is a flat Rs 7,500 for each delayed return, whatever the amount of investment and however long the delay. The amount-based formula (Rs 7,500 plus 0.025% of the amount for each year of delay) applies to transaction reports such as FC-GPR and FC-TRS, not to the FLA. The fee is paid through the Foreign Exchange Department of the RBI regional office for your registered office.
Worked example. A Pune SaaS startup took a seed investment from a Singapore fund in 2023 and filed FC-GPR, but never filed an FLA return. Investor diligence in September 2026 flags three missed returns: FY 2023-24 (due 15 July 2024), FY 2024-25 (due 15 July 2025) and FY 2025-26 (due 15 July 2026). The startup seeks RBI approval on FLAIR, files all three, and pays LSF of 3 × Rs 7,500 = Rs 22,500. Where the lapse goes beyond late reporting, such as shares issued below the FEMA pricing floor, compounding is the route instead; our FEMA share valuation guide covers the pricing rules, and our FDI and FC-GPR compliance service handles the allotment-side filings.
Frequently asked questions
Does a startup with foreign investors need to file the FLA?
Yes. A startup that has taken any foreign direct investment - even a single angel or fund from abroad - and still has that investment outstanding at year end must file the FLA return with the RBI.
We raised foreign funding once, years ago - do we still file?
Yes, as long as the foreign investment remains outstanding on your balance sheet. The FLA is based on the outstanding position, not on whether you raised money this year.
Does FLA apply to LLPs with foreign partners?
Yes. LLPs that have received foreign investment or made overseas investment and have an outstanding balance must file the FLA, just like companies.
What if our foreign investor has fully exited?
You still file for the year of exit. RBI's FAQs say the FLA captures two years' data, so an entity with outstanding FDI or ODI at the end of either the reporting year or the previous year must file. Once there is no outstanding FDI or ODI at either 31 March, the return stops.
Our LLP has no foreign partner but owns a foreign subsidiary. Do we file?
Yes. The FLA covers entities that have made overseas direct investment as well as those that received FDI, so an LLP or company whose only foreign link is an ODI in an overseas entity still files the FLA each year the investment is outstanding.
Is the FLA the same as FC-GPR?
No. FC-GPR is a one-time reporting of a specific allotment of shares to a foreign investor at the time of the transaction; the FLA is an annual return of the outstanding foreign investment position.
What is the most common startup mistake with FLA?
Assuming that no new fundraise means no filing. Startups routinely miss the FLA in years without a round, even though the earlier investment is still outstanding.
When is it due and how is it filed?
By 15 July each year, based on 31 March figures, filed on the RBI FLAIR portal after registering the entity.
What are the consequences of missing it?
Non-filing is a FEMA contravention that can attract penalties and can surface as a red flag in future due diligence, so it is best kept current. A late FLA is regularised by filing it with RBI approval and paying a Late Submission Fee, which for the FLA return is a flat Rs 7,500 per delayed return under A.P. (DIR Series) Circular No. 16 dated 30 September 2022.
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