FEMA and FDI filings investors will ask for

Foreign investment into an Indian company is regulated. When money comes from a non-resident investor, a set of filings records it, and an incoming investor’s counsel will check that the previous ones were made.

They are not being pedantic. Non-compliance can carry penalties and complicate a future exit, and an investor is buying into whatever liability already exists. So “the filings are up to date” tends to become a condition of closing rather than a nice-to-have.

1. Pricing and a valuation certificate. Shares issued to a non-resident must generally be priced at or above a fair value determined by a qualified valuer. The certificate is what evidences it.
2. Reporting the allotment. Issuing shares to a non-resident triggers a reporting obligation to the Reserve Bank, filed through its portal within a prescribed window after allotment. Late filing generally attracts a compounding or late-submission fee rather than invalidating the issue, but it must be regularised.
3. Reporting transfers. A transfer of shares between a resident and a non-resident has its own reporting requirement, separate from an allotment.
4. The annual return on foreign liabilities and assets. Companies that have received foreign investment file an annual return reporting it. Missing years are a common finding.
5. Sectoral caps and the entry route. Some sectors permit foreign investment automatically up to a limit; others require prior approval, and a few are prohibited. Which applies to you depends on your actual activity, not your stated one.

Form names, filing windows, fee structures and sectoral caps change. This page tells you what categories exist so you can ask the right question; confirm the current requirement with your counsel or company secretary rather than from any article, including this one.

• A round closed with no valuation certificate. Obtaining one retrospectively is possible but awkward, and the valuation has to support the price you already used.
• An allotment never reported. Often because the round was handled by the founders without a company secretary. Regularising takes time measured in weeks, not days.
• Activity outside the declared sector. A company incorporated for one activity that has pivoted into another may be in a different sectoral regime than anyone assumed. This is the one worth checking early, because the answer can affect whether a foreign investor can invest at all without approval.

Instruments that convert (compulsorily convertible preference shares, compulsorily convertible debentures) are generally treated as equity for foreign-investment purposes, which means the pricing and reporting obligations attach at issue and again on conversion.

A SAFE or a convertible note drafted on a US template may not map cleanly onto that treatment. If you have taken foreign money on a foreign template, this is the single item most worth having counsel look at before your next round rather than during it.

• Valuation certificates for every issue to a non-resident
• Acknowledgements for every allotment and transfer report filed
• Annual foreign liabilities and assets returns, for every applicable year
• Bank advices evidencing inward remittance for each investment
• A short note stating your sector and entry route, and why

Put these in their own folder rather than scattering them through Corporate. An investor’s counsel looks for them as a set, and a dedicated folder answers the whole request at once. The surrounding document set is in the checklist; the wider India context is in data rooms for Indian startups.

Start the remediation before you start fundraising, and disclose it. A known gap with a filing receipt in progress is an item on a list. The same gap found by counsel mid-diligence pauses the round while it is quantified, and the quantification is done by someone whose job is to be cautious about it.

Not legal advice, and deliberately non-specific about forms and deadlines because those change. Exchange-control obligations depend on your investors, instruments and sector; take advice on your own facts.