FEMA Compliance Requirements for LLPs related to FDI & ODI

FEMA Compliance Requirements for LLPs related to FDI & ODI

FEMA Compliance for LLPs

1. Form LLP-1

• Applicability: When a foreign investor makes a capital contribution to an LLP.
• Requirement: Must be filed with RBI to report FDI received.

2. Form LLP-2

• Applicability: When a foreign investor transfers capital contribution or profit share to another resident or non-resident.
• Requirement: Used to report such transfers to RBI.

3. Foreign Liabilities & Assets (FLA) Return

• Applicability: LLPs that have received FDI or made ODI in the previous or current financial year.
• Due Date: 15 July every year.

4. Annual Performance Report (APR)

• Applicability: LLPs that have made ODI (investment in foreign entities).
• Requirement: Must be filed with RBI through an Authorized Dealer (AD) Bank.
• Due Date: 31 December every year.

FEMA Compliance Calendar for LLPs

Form / Return	Applicability	Due Date	Responsible Action
LLP-1	When a foreign investor makes capital contribution to an LLP	Within 30 days of receipt	File with RBI to report FDI received
LLP-2	Transfer of capital contribution/profit share between resident & non-resident	Within 60 days of transfer	File with RBI to report transfer
FLA Return	LLPs with FDI or ODI in previous/current financial year	15 July every year	File online on RBI portal
Annual Performance Report (APR)	LLPs that have made ODI (investment in foreign entities)	31 December every year	File through Authorized Dealer (AD) Bank

Checklist for FEMA Compliance (LLPs)

🔹 Before Receiving FDI

• Ensure sectoral caps and entry routes are permitted under FEMA.
• Open a designated bank account for capital contribution.
• Maintain proper documentation of investor details and valuation.

🔹 After Receiving FDI

• File Form LLP-1 with RBI within 30 days.
• Update LLP agreement if required.

🔹 On Transfer of Contribution

• File Form LLP-2 within 60 days of transfer.
• Ensure valuation and pricing guidelines are followed.

🔹 Annual Filings

• File FLA Return by 15 July.
• File APR by 31 December (if ODI exists).
• Maintain records of foreign assets, liabilities, and performance.

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