Home  / NRI & Global Services / FEMA & ODI Compliance

FEMA & ODI Compliance – Expertvuw
Overseas Investment

FEMA ODI Compliance for Overseas Investment from India

Last updated: 2 October 2026

Investing in a company abroad — as an Indian company or a resident individual — is an overseas direct investment (ODI) under FEMA. Our team checks eligibility, prepares the filings through your authorised dealer bank and keeps the yearly reporting on track.

Overview

How ODI works under FEMA

Overseas investment is governed by the FEMA (Overseas Investment) Rules, 2022, the Overseas Investment Regulations, 2022 and RBI’s Master Direction. Most investments are made under the automatic route through an authorised dealer (AD) bank, without prior RBI approval.

  • Indian companies and LLPs report their financial commitment in Form FC. The total financial commitment is limited to 400% of net worth as per the last audited balance sheet.
  • Resident individuals invest within the Liberalised Remittance Scheme limit of USD 250,000 per financial year, and only in an operating foreign company — not one in financial services. Where the individual has control, that company cannot have its own subsidiaries.
  • RBI allots a Unique Identification Number (UIN) to each foreign entity. Evidence of the investment, such as share certificates, is submitted to the AD bank within six months.

An ODI is not allowed if the structure would lead to more than two layers of subsidiaries (the round-tripping rule). An Annual Performance Report (APR) is due by 31 December each year for every foreign entity, and transfers or closures are also reported.

Based on the FEMA (Overseas Investment) Rules and Regulations, 2022 and RBI’s Master Direction on Overseas Investment. Last updated: 27 September 2026.

Talk to Our Team →
What This Service Covers

What our ODI compliance service covers

1

Eligibility check — automatic route, limits and the round-tripping rule

2

Form FC or Form OI filing through your AD bank, and UIN allotment

3

Submission of share certificates and other evidence of investment

4

Annual Performance Report each year, with the certificate required by law

5

Reporting of further investment, transfers and disinvestment; late filings regularised

Key facts at a glance

400%

Limit on an Indian entity’s financial commitment, as a share of net worth

USD 250,000

Yearly LRS limit for a resident individual

31 December

Annual Performance Report due for each foreign entity

6 months

To submit evidence of investment to the AD bank

Two layers

Maximum layers of subsidiaries under the round-tripping rule

₹7,500+

Starting late submission fee for delayed reporting

Common Issues

Where ODI compliance commonly goes wrong

ODI problems usually surface when the next remittance is blocked.

Investment not reported

Shares taken in a foreign company without an AD bank filing — common with founders of US or Singapore startups.

APRs skipped

Missed Annual Performance Reports stop further overseas investment until regularised.

Structure breaks the layer rule

A foreign company that invests back into India with too many layers of subsidiaries.

Related Services

Related services

ODI applies whichever country you invest in.

Delaware C-Corp

US company formation for Indian founders.

Singapore Pte Ltd

Singapore company formation.

UAE Free Zone Company

UAE company formation.

Flip Structure

Foreign holding company above an Indian company.

Documents Required

Documents we need from you

Indian Investor Documents

Foreign Entity Documents

Our Process

How we handle your ODI compliance

1

Eligibility

We check the route, limits and layer rule for your structure.

2

Filing

Form FC or Form OI prepared and filed through your AD bank.

3

UIN

Unique Identification Number obtained for the foreign entity.

4

Evidence

Share certificates and other evidence submitted within six months.

5

Annual reporting

APR filed by 31 December every year.

6

Changes & exits

Further investment, transfers and disinvestment reported; past delays regularised.

Talk to Our Team →
Yearly Reporting

Yearly reporting and late filings

ODI is not a one-time filing — reporting continues for as long as the investment is held.

APR

Filed every year by 31 December for each foreign entity.

FLA return

Indian companies with ODI also file the FLA return by 15 July.

Late submission fee

Delays can be regularised by paying a late submission fee, within the permitted period.

Compounding

Older or serious lapses may need compounding with RBI.

Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    What is ODI under FEMA?

    Overseas direct investment is an investment by a person resident in India in the shares of an unlisted foreign company, or of 10% or more in a listed one, or with control. It is governed by the Overseas Investment Rules and Regulations, 2022.

    Yes, within the LRS limit of USD 250,000 per financial year, in an operating company that is not in financial services, with reporting through an AD bank.

    A yearly report on each foreign entity in which ODI has been made, filed through the AD bank by 31 December.

    The lapse can usually be regularised by filing late with a late submission fee; until then, further overseas investment may be blocked.

    An ODI is not permitted if it results in a structure with more than two layers of subsidiaries investing back into India.

    About Expertvuw

    Who handles your ODI compliance

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    ACS – Director, Expertvuw Management Pvt Ltd

    ODI filings are prepared by Expertvuw’s team and submitted through your authorised dealer bank. Certificates required by law for these filings are issued by an independent Chartered Accountant.

    Expertvuw Management Pvt Ltd