Last reviewed: 25 September 2026. If your company or LLP has taken foreign investment or invested abroad, you have an annual FLA return to file with the RBI by 15 July, and many entities miss it because there was no new transaction during the year. For the 2025-26 return, the 15 July 2026 date has passed. If you filed on unaudited figures, the job now is to revise the return on audited figures, and if you missed it altogether, to file late and regularise. This guide explains what the FLA return is, who must file, the due date and revision step, how equity is valued, and the FLAIR filing process.
At a glance
Who must file
Any Indian company, LLP or other entity (the RBI list includes SEBI-registered AIFs, partnership and proprietary firms and PPPs) that has received FDI or made ODI in any year, including the reporting year, and holds an outstanding foreign investment balance as at end-March must file the FLA. Crucially, filing is required even when there were no fresh transactions, as long as a balance remains outstanding. Because the return captures two years, an entity whose foreign investor exited during the year still files if a balance existed at the previous end-March. Shares issued to non-residents purely on a non-repatriation basis are not treated as foreign investment for this return.
Due date, revision and what is reported
The return is due by 15 July based on 31 March figures, on audited or provisional numbers. Where you filed on unaudited figures, the RBI's FAQ requires you to raise a request on FLAIR for permission to submit a revised return and, once approved, file it on the audited figures. The FAQ does not fix a calendar date; it asks entities to revise as soon as the audited accounts are ready. Most private companies adopt their accounts at the AGM by 30 September, so the revision is due now for many of them. You report foreign liabilities (FDI into the entity) and foreign assets (ODI abroad), with paid-up capital, reserves and the value of investments drawn from your financial statements. No balance sheet is attached.
How equity is valued: market value, not cost
| Entity | Valuation basis in the FLA | Formula |
|---|---|---|
| Listed Indian entity (FDI) or listed overseas entity (ODI) | Market value | End-March closing share price × shares held |
| Unlisted Indian entity (FDI) or unlisted overseas entity (ODI) | Own funds at book value (OFBV) | (Paid-up equity and participating preference capital + reserves and surplus − accumulated losses) × % held |
| Loans, trade credit and other capital | Nominal value | Outstanding balance at end-March |
Worked example: a startup with ₹2 crore of FDI
An unlisted Thane startup allotted shares to a Singapore investor for ₹2 crore: ₹10 lakh face value and ₹1.9 crore securities premium. After the round, the investor holds 20%. At 31 March 2026 the company's paid-up equity is ₹50 lakh, securities premium ₹1.9 crore and accumulated losses ₹1.2 crore.
| Item | ₹ lakh |
|---|---|
| Paid-up equity capital | 50 |
| Add: reserves and surplus (securities premium) | 190 |
| Less: accumulated losses | (120) |
| Net worth (own funds at book value) | 120 |
| FDI equity reported (20% of ₹120 lakh) | 24 |
The FLA shows ₹24 lakh of FDI equity, not the ₹2 crore received. Because the holding is 10% or more, it goes under block 1.b FDI of Section III. Reporting the ₹2 crore invested is a common error that the RBI's validations do not always catch.
FLA, FC-GPR and APR compared
| Filing | What it reports | When | Portal |
|---|---|---|---|
| FLA return | Annual stock of foreign liabilities and assets | 15 July every year while a balance is outstanding | FLAIR |
| Form FC-GPR | Each issue of shares to a non-resident | Within 30 days of allotment | FIRMS |
| Annual Performance Report (APR) | Performance of each overseas investment (ODI) | Annually, under the Overseas Investment Directions | Through the AD bank |
Filing one does not replace another. A company that files FC-GPR on every allotment still owes the FLA each year. For allotments, see our FDI and FC-GPR compliance service. For a foreign-owned company's annual general meeting, see our guide to the AGM due date and extensions.
How to file and the penalty
Register your entity on the RBI FLAIR portal and submit the FLA online by the due date. The RBI treats non-filing by the due date as a violation of FEMA and may invoke the penalty clause. A late return is regularised by paying the Late Submission Fee under Notification No. FEMA 395/2019-RB and A.P. (DIR Series) Circular No. 16 dated 30 September 2022, arranged through the Foreign Exchange Department of the RBI regional office for your registered office. Returns for missed earlier years can be filed after taking RBI approval on FLAIR. Where the contravention goes beyond late reporting, compounding under the FEMA framework may be needed. For a startup-specific view of when the FLA applies, see our companion guide for startups, companies and LLPs, and the share valuation guide for pricing FDI rounds.
Frequently asked questions
What is the FLA return?
The Foreign Liabilities and Assets (FLA) return is an annual return filed with the Reserve Bank of India on the FLAIR portal by Indian entities that have received foreign direct investment (FDI) or made overseas direct investment (ODI). It was notified under FEMA by A.P. (DIR Series) Circular No. 45 dated 15 March 2011.
Who must file the FLA return?
Companies, LLPs and other Indian entities (including SEBI-registered AIFs, partnership and proprietary firms and PPPs) that have outstanding FDI or ODI as at end-March of the reporting year or the previous year must file the FLA.
What is the due date?
The FLA return is due by 15 July each year, based on audited or unaudited figures as at 31 March. If you filed on unaudited figures, raise a request on FLAIR for permission to revise, and file the revised return as soon as the audited accounts are available. The RBI FAQ does not set a fixed calendar date for the revision.
Do I file if there were no fresh transactions?
Yes. If you still have an outstanding FDI or ODI balance at year end, you must file the FLA even without any new transaction during the year.
What if I have no outstanding balance?
If there is no outstanding inward or outward direct investment as at end-March of both the reporting year and the previous year, the entity need not file. If a balance existed at either end-March, the return is still due, because it captures both years.
Does an LLP with FDI have to file the FLA?
Yes. An LLP registered under the LLP Act, 2008 is expressly covered. An LLP with foreign contribution outstanding at end-March files the FLA on FLAIR in the same way as a company, selecting Limited Liability Partnership as the entity type.
How is FDI equity valued in the FLA return?
Equity is reported at market value, not at the amount originally invested. For a listed entity, use the closing share price at end-March. For an unlisted entity, use the own funds at book value (OFBV) method: net worth (paid-up equity and participating preference capital plus reserves and surplus less accumulated losses) multiplied by the foreign holding percentage.
What happens if I miss the FLA return?
The RBI treats non-filing by the due date as a violation of FEMA and may invoke the penalty clause. Late filing is regularised by paying the Late Submission Fee under Notification No. FEMA 395/2019-RB and A.P. (DIR Series) Circular No. 16 dated 30 September 2022, through the Foreign Exchange Department of the RBI regional office. Returns for missed earlier years can be filed with RBI approval.
How do I file it?
Register your entity on the RBI FLAIR portal (flair.rbi.org.in), then submit the FLA form online with the required financial details by the due date. No balance sheet or profit and loss account needs to be attached.
We assess your FDI/ODI position, register on FLAIR, value the equity on the correct basis and file or revise the FLA return.
FLA Filing RBI FLAIR ComplianceFDI FC GPR Startup ComplianceForeign subsidiary accounting & FEMATalk to CA Somesh Chandak & Associates - we handle your FLA return and FEMA filings.
WhatsAppLinkedInSchedule a callDisclaimer: This article is for general guidance only and is not a substitute for advice on your specific facts and the latest law. It reflects the RBI's FLA FAQs (updated 1 July 2026) and FLAIR FAQs as on 25 September 2026. Please consult before filing.