Annual Performance Report (APR) Filing Guide: Deadlines, Format, Penalties

If you are an Indian founder, company, or LLP with a US entity - whether a Delaware C-Corp, Wyoming LLC, or any other overseas Joint Venture or Wholly Owned Subsidiary - you have an annual compliance obligation that most people miss until their AD bank flags it: the Annual Performance Report, or APR.

The APR is mandatory under the Foreign Exchange Management Act (FEMA), 1999, and governed by the RBI Master Direction on Overseas Direct Investment (ODI), dated August 22, 2022 (FEMA.ODI.22/2022-RB). Missing the December 31 deadline does not just attract a fine. It can block your ability to send money overseas for investments, payments, or future remittances.

Answer Capsule: The Annual Performance Report (APR) is a mandatory annual compliance filing under FEMA for Indian residents and entities holding Overseas Direct Investments. Filed in Form APR through your Authorised Dealer (AD) bank by December 31 each year, it reports the financial performance of your overseas JV or WOS. Non-filing attracts a Late Submission Fee of ₹7,500 per return.

What Is the Annual Performance Report Under RBI?

The Annual Performance Report is a mandatory annual disclosure that every Indian party with an Overseas Direct Investment (ODI) must submit to the RBI through their Authorised Dealer bank. It reports the financial and operational performance of your overseas Joint Venture (JV) or Wholly Owned Subsidiary (WOS) for the accounting year ending on or before March 31.

The APR is filed using Form APR, which the RBI consolidated and updated in its Master Direction dated August 22, 2022. Before this consolidation, the same report was referred to as Form ODI Part III in older compliance texts - if you see that reference in older filings or your CA’s notes, it refers to the same requirement.

The form captures data across several sections, including:

Capital structure of the foreign entity as of the last day of its accounting year
Financial performance: net profit or loss, turnover, net worth
Repatriations made to India: dividends, royalties, technical fees, management fees
Loans outstanding between the Indian party and the foreign entity
Guarantees issued by the Indian party on behalf of the foreign entity

One APR is required per foreign entity. If you hold investments in two separate US LLCs, you file two APRs.

Who Must File the APR?

Every Indian party that has made an Overseas Direct Investment under the ODI route must file the APR. This includes:

Indian companies - private limited, public limited, One Person Companies, and Nidhi companies - that hold equity, preference shares, or convertible instruments in a foreign JV or WOS. Every subsidiary triggers a separate filing.

LLPs and partnerships - Limited Liability Partnerships and traditional partnership firms with registered offices in India that have made ODI investments fall under mandatory APR filing.

Resident individuals - this is where Indian founders with US entities often get caught off guard. If you are an Indian resident individual who set up a US LLC or C-Corp under the ODI route (not just through LRS portfolio investing), you must file an APR. For resident individuals, self-certification is permitted in lieu of a statutory auditor certificate where the auditor requirement does not apply.

Operational status does not matter. The RBI circular is unambiguous: even if your US entity has zero revenue, is dormant, or has never opened a bank account, the APR must be filed. In our experience helping 200+ Indian founders with their cross-border compliance, the most common reason for missed APRs is the assumption that “it’s an empty company, nothing to report.” That assumption has cost clients ₹7,500 per year per entity - and more importantly, stalled their future remittances.

Who Is Exempt?

The 2022 ODI Master Direction carves out one meaningful exemption: Indian residents who have invested overseas purely through the Liberalised Remittance Scheme (LRS) in listed securities on a recognised foreign stock exchange are not required to file APR. That is portfolio investment, not ODI. If you bought Apple shares through LRS, no APR applies. If you incorporated a US company and remitted capital to it, APR applies.

What Is the APR Filing Deadline?

The Annual Performance Report must be filed by December 31 every year.

The report covers the accounting year of the foreign entity that ended on or before March 31 of the same calendar year. For practical purposes: if your US entity’s financial year ends December 31, 2025, you must file the APR for that year by December 31, 2026. If your US entity follows the US fiscal year ending March 31 or has any year-end before March 31, that same December 31 deadline applies.

The December 31 deadline is fixed in the RBI Master Direction - it does not shift for weekends or public holidays. Your AD bank’s internal processing may require submission before December 31 to ensure the filing reaches the FIRMS portal (the RBI’s Foreign Investment Reporting and Management System) on time.

Do not wait until December to start gathering documents. In practice, audited financial statements for your US entity should be ready by October to give your CA enough time to certify the APR. We have seen AD banks refuse to process APR submissions received after December 20 due to internal year-end procedures - check with your bank by November.

How Is the APR Filed? Step-by-Step Process

APR is not filed directly with the RBI. You submit it through your AD bank (the bank that processed your original ODI remittance), which uploads it to the RBI’s FIRMS portal. Here is the exact process:

Step 1: Obtain audited financial statements from your overseas entity. If you have ‘control’ in the foreign entity - defined as holding more than 50% of the equity or the right to appoint the majority of directors - audited financial statements are mandatory regardless of whether the host country (including the US) requires statutory audits. For US entities, this typically means engaging a US CPA for an audit or, at minimum, a compilation or review engagement accepted by your AD bank.

Step 2: Have the APR form certified by a Statutory Auditor or Chartered Accountant. The certification requirement applies to Indian companies and LLPs. Resident individuals can self-certify where a statutory auditor is not applicable. The certifying CA must verify the figures against the foreign entity’s financial statements.

Step 3: Complete Form APR. The form is available on the RBI website. It is structured in seven parts covering the entity’s identification, capital structure, financial details, remittances and repatriations, loans, guarantees, and other obligations. Every field must be completed - partial submissions are rejected.

Step 4: Submit to your AD bank with supporting documents. Your AD bank will specify their own checklist of enclosures, but the core documents are the completed Form APR, the CA certificate, and the audited financial statements. Some AD banks also ask for the original Form ODI Part I (the initial investment filing) and proof of prior year APR submissions.

Step 5: AD bank uploads to FIRMS portal. Once your bank verifies the submission, they upload it to FIRMS. You receive an acknowledgement with a Unique Identification Number (UIN) from FIRMS. Keep this for your records - you will need it for future APR filings and any RBI correspondence.

Step 6: Retain acknowledgements. Store the FIRMS acknowledgement, the bank’s receipt, and all supporting documents for at least seven years. FEMA investigations can look back seven years.

What Documents Are Required for APR Filing?

Your AD bank will have a specific list, but every APR submission requires the following:

Mandatory documents:

Completed Form APR (latest version from RBI website, August 2022)
Audited financial statements of the overseas entity (balance sheet, profit and loss account, cash flow statement) for the relevant accounting year
CA certificate / Statutory Auditor certificate certifying the APR figures
Board resolution or authorisation letter if filing on behalf of a company
Copy of original Form ODI Part I (initial investment approval filing)
UIN allotted by RBI at the time of original ODI reporting

Commonly requested by AD banks:

Previous year’s APR acknowledgement from FIRMS (for repeat filings)
Shareholding pattern of the overseas entity as of the reporting date
Copy of share certificates if issued (for LLC operating agreements or C-Corp cap tables)
Bank statements of the overseas entity showing capital infusion and repatriations
Loan agreements if there are inter-company loans
Guarantee documents if guarantees were issued

One thing your AD bank will ask for but most guides do not mention: if your US entity is an LLC (not a C-Corp), bring the operating agreement along with the membership certificate. US LLCs do not issue standard share certificates, and AD banks sometimes reject filings that do not account for this. We advise clients to get a notarised copy of the membership certificate and operating agreement translated into English before submission.

What Are the Penalties for Late or Non-Filing?

The penalties for APR non-compliance have two components, and both can apply simultaneously.

Late Submission Fee (LSF): ₹7,500 per return. This is the standard flat fee for submitting APR after the December 31 deadline. It applies per entity per year. If you have two US entities and missed three years of filings, the LSF alone is ₹45,000 (2 entities × 3 years × ₹7,500).

Compounding penalty under FEMA. Beyond the LSF, failure to file APR can be treated as a FEMA contravention under Section 13 of FEMA, 1999. The penalty for FEMA contraventions can be up to three times the amount involved in the contravention, or up to ₹2 lakh where the amount is not quantifiable. Contraventions involving ongoing non-compliance attract an additional penalty of up to ₹5,000 per day for each day the contravention continues. In our experience, the RBI reserves compounding action for cases with large investment amounts or multiple missed years - but it is not theoretical.

Blocked remittances. This is the penalty that affects founders most immediately. Your AD bank is required to report non-compliant ODI holders to the RBI. Once flagged, the bank will refuse to process any further outward remittances for ODI purposes - including additional capital infusions, loans to your overseas entity, or new investments. This can completely freeze your ability to fund your US operations from India.

The RBI’s compounding framework does provide a path to regularise past non-compliance. You apply to the RBI through your AD bank, pay the applicable LSF and compounding amount, and receive a compounding order that resolves the contravention. The process typically takes three to six months. Do not wait until your bank flags you - proactive regularisation is treated more favourably than cases discovered by enforcement.

Common APR Filing Errors We See Every Year

After filing APRs for hundreds of Indian founders, we see the same mistakes repeatedly. Knowing them in advance saves you a rejection and a second round of CA fees.

Wrong accounting year reported. The APR covers the foreign entity’s accounting year, not the Indian parent’s financial year. US entities often have a calendar year (January to December). Indian founders sometimes inadvertently report April to March figures. The APR form specifically asks for the foreign entity’s accounting period - confirm with your US accountant before completing the form.

Missing repatriation disclosures. Any amount received from your US entity into your Indian bank account - salary, director fees, consulting fees, dividend - must be declared in the APR. We have seen founders declare ₹0 in repatriations because they received payments as “consulting income” rather than dividends, not realising these fall under the APR reporting scope.

Not filing for dormant entities. As stated earlier, a US entity with no activity still requires an APR. The RBI has no concept of a “dormant” exemption under ODI regulations. If you created a US LLC three years ago and have not operated it, you owe three years of APRs. The regularisation cost is three × ₹7,500 = ₹22,500 in LSFs, plus CA fees.

Filing through the wrong AD bank. The APR must be filed through the same AD bank that processed your original ODI remittance. If you switched banks since the initial investment, you need to transfer your ODI records to your new bank first - a process called “shifting of UIN” that itself requires RBI reporting. Your new bank cannot submit APR on an old UIN they do not hold.

How ZenoLedger Handles Your APR Filing

APR filing requires coordination across India and the US: your US CPA prepares the financial statements, your Indian CA certifies the form, and your AD bank processes the submission. Getting these three parties aligned before the December 31 deadline is where most founders lose time.

At ZenoLedger, we manage the entire APR process in-house - from requesting documents from your US accountant in September, coordinating the CA certification, to submitting through your AD bank before mid-December. We have standing relationships with multiple AD banks and know exactly what each one asks for, which eliminates the back-and-forth that typically delays submissions.

For founders with missed years, we also handle APR regularisation: calculating the applicable LSF, preparing the compounding application if required, and working with the RBI through the AD bank to restore your remittance clearance.

If you are not sure whether your investment structure requires APR, or you have outstanding filings you need to regularise, book a free consultation with our compliance team. We will review your ODI structure, confirm your filing obligations, and give you a clear remediation plan.

You may also want to read our guide on how to file Form ODI, which covers the initial ODI reporting that precedes APR obligations.

Frequently Asked Questions

What is an Annual Performance Report? The APR is a mandatory annual filing under FEMA for Indian residents and companies with Overseas Direct Investments. Filed in Form APR through an AD bank by December 31, it reports the financial performance of overseas JVs and WOS to the RBI. One APR is required per foreign entity per year.

What is the last date for APR filing? December 31 every year. The report covers the foreign entity’s accounting year that ended on or before March 31 of the same calendar year. There is no extension - the deadline is fixed under the RBI Master Direction on ODI dated August 22, 2022.

Who is required to file the APR? All Indian companies, LLPs, and resident individuals who have made Overseas Direct Investments in foreign JVs or WOS must file APR. This includes dormant entities with no activity. Those who invested only in listed foreign securities through LRS are exempt.

What is the penalty for late filing of APR? A Late Submission Fee of ₹7,500 per return applies for each missed year per entity. Repeated non-compliance can also be treated as a FEMA contravention, with penalties up to three times the investment amount or ₹2 lakh minimum, plus ₹5,000 per day for continuing violations.

How is APR filed? APR is submitted to your AD bank (the bank that processed your original ODI remittance), which uploads it to the RBI’s FIRMS portal. The submission requires Form APR completed and certified by a Statutory Auditor or CA, along with audited financial statements of the overseas entity.

What does the APR form require? Form APR captures the foreign entity’s capital structure, financial performance (profit/loss, net worth), dividends and other repatriations made to India, inter-company loans outstanding, and guarantees issued by the Indian party.

Can I file APR for a US LLC that has never operated? Yes, you must. The RBI does not exempt dormant entities from APR requirements. If your US LLC was incorporated but never operated, you still file an APR showing nil figures. Missing these years requires regularisation through your AD bank with applicable LSFs.

What happens if my AD bank is different from the bank that processed my original ODI remittance? You must first transfer the UIN to your current AD bank. APR must be filed through the bank that holds your ODI record. Filing through a different bank will be rejected. Contact your current AD bank to initiate the UIN transfer before submitting APR.