Regulations 11 and 12 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Regulation 11 lets a person who has missed a filing or the six-month evidence deadline make the filing along with a Late Submission Fee (LSF), within a maximum of three years from the due date. Regulation 12 says that, until the delay is regularised, the person cannot make any further financial commitment or transfer the investment. Paragraph 18 of the Reserve Bank's Master Direction gives the LSF matrix and paragraph 19 repeats the bar for banks.
As per the Master Direction - Overseas Investment, updated as on April 01, 2026, the LSF is INR 7500 for periodic returns such as Form ODI Part-II, APR, FLA Returns, Form OPI and evidence of investment, and INR 7500 + (0.025% x A x n) for flow-capturing and transactional reporting such as Form ODI Part I, Part III and Form FC, per return, capped at hundred per cent of A and rounded upwards to the nearest hundred. The option is open for three years from the due date. While a delay is unregularised, a bank shall not facilitate further remittance or financial commitment.
The text and its footing
The Regulations are made by the Reserve Bank under sub-section (1) and clause (a) of sub-section (2) of section 47 of the Foreign Exchange Management Act, 1999; see sections 47 and 48 and section 6. Regulations 11 and 12 are taken from a third-party copy of the notification (No. FEMA 400/2022-RB) as notified on 22 August 2022; later amendments are not shown. The Master Direction - Overseas Investment (FED Master Direction No.15/2024-25, July 24, 2024, "Updated as on April 01, 2026") is the Reserve Bank's direction to authorised dealers, and where it speaks of the LSF it is the current position for banks. Later amendments and circulars should be checked on the Reserve Bank and Gazette sites. For a late filing, our APR filing for ODI team can compute and file it.
Regulation 11(1): late filing with LSF
A person resident in India who does not submit the evidence of investment within the time in regulation 9(1) (see the article on regulation 9), or does not make any filing within the time under regulation 10 (see the articles on regulation 10(1) to (3) and regulation 10(4) and (5)), "may make such submission or filing ... along with Late Submission Fee within such period as may be advised, and at the rates and in the manner as may be directed by the Reserve Bank, from time to time". The proviso: the facility can be availed within a maximum period of three years from the due date of the submission or filing.
Regulation 11(2): old defaults
A person responsible for submitting evidence or any filing relating to overseas investment under the Act or regulations made before the date of publication of the Regulations in the Official Gazette, who has not done so, may make the submission along with LSF, or pay the LSF where the submission has been done, within the period advised and at the rates and in the manner directed by the Reserve Bank. The proviso: the facility can be availed within a maximum period of three years from the date of publication of the Regulations in the Official Gazette.
Regulation 12: the bar
A person resident in India who has made a financial commitment in a foreign entity in accordance with the Act or rules or regulations "shall not make any further financial commitment, whether fund-based or non-fund-based, directly or indirectly, towards such foreign entity or transfer such investment till any delay in reporting is regularised". Paragraph 19 of the Master Direction instructs the AD bank not to facilitate any outward remittance or further financial commitment by a person towards a foreign entity until any delay in reporting is regularised.
Paragraph 18 of the Master Direction: the matrix
Paragraph 18(1) says a person who has delayed filing may file the form, return or document and pay the LSF through the designated AD bank in accordance with regulation 11. The LSF for delay in reporting overseas investment transactions is calculated as follows, as printed:
| Sr. No. | Type of reporting delay | LSF amount (INR) |
|---|---|---|
| 1 | Form ODI Part-II, APR, FLA Returns, Form OPI, evidence of investment, or any other return which does not capture flows or any other periodical reporting | 7500 |
| 2 | Form ODI-Part I, Form ODI-Part III, Form FC, or any other return which captures flows, or returns which capture reporting of non-fund based transactions, or any other transactional reporting | [7500 + (0.025% x A x n)] |
Notes under the matrix:
- a) "n" is the number of years of delay in submission rounded upwards to the nearest month and expressed up to 2 decimal points.
- b) "A" is the amount involved in the delayed reporting.
- c) The LSF amount is per return.
- d) The maximum LSF will be limited to hundred per cent of "A" and rounded upwards to the nearest hundred.
- e) Where an advice has been issued for payment of LSF and the LSF is not paid within 30 days, the advice is null and void and any LSF received after that is not accepted. If the applicant later approaches again for the same delay, the date of receipt of the new application is the reference date for the calculation.
- f) The LSF option is available up to three years from the due date of reporting under the OI Regulations. It is also available for delayed reporting under Notification No. FEMA 120/2004-RB and earlier corresponding regulations up to three years from the date of notification of the OI Regulations.
- g) A person who neither files in time nor files with LSF as regulation 11 provides is liable for penal action under FEMA, 1999.
Paragraph 18(3): the LSF is paid by demand draft in favour of "Reserve Bank of India" payable at the Regional Office concerned, according to the UIN prefix mapping: AH to Ahmedabad; BG to Bengaluru; BL, BY or PJ to Mumbai; BN, CA, GA or GH to Kolkata; CG, JM, JR, KA, ND, PT or WR to New Delhi; HY to Hyderabad; KO or MA to Chennai.
A worked illustration
Using only the formula in row 2, suppose a Form FC for a financial commitment of ₹4,00,00,000 is filed six months late. "n" is 0.50. The variable part is 0.025% of ₹4,00,00,000, which is ₹10,000, multiplied by 0.50, giving ₹5,000. Adding 7500 gives ₹12,500. Under note (d) the cap is hundred per cent of "A", so the cap does not bite, and ₹12,500 is already a multiple of a hundred. For an APR filed late, row 1 applies and the fee is a flat 7500, per return. The Master Direction is the source for the matrix; the Regulations leave the rates to the Reserve Bank.
Example
Konkan Marine Ltd missed the 31st December APR date for its foreign entity by four months. It approaches its designated AD bank, files the APR with an LSF of 7500, and pays by demand draft at the Regional Office that its UIN prefix maps to. Until it does, regulation 12 bars Konkan Marine from making any further financial commitment towards that foreign entity, and the bank cannot facilitate a new remittance under paragraph 19. If Konkan Marine had waited more than three years from the due date, note (f) would close the LSF option, and note (g) points to penal action. For compounding in such cases, see our guide on compounding of contraventions.
Common mistakes
- Treating the LSF as discretionary. Without it, the delay stays unregularised and regulation 12 bites.
- Using the formula for an APR. Row 1 is a flat 7500.
- Missing the 30 days after an LSF advice (note e).
- Waiting beyond three years from the due date (note f).
- Paying at the wrong Regional Office; the UIN prefix decides.
Need help regularising a late filing?
Calculating the LSF, completing the pending form and getting the delay regularised are what lift the bar in regulation 12. Our APR filing for ODI team can prepare the filing and the payment for your bank.
Key takeaways
- Regulation 11 lets late filings be made with LSF, up to three years from the due date.
- Row 1 of the matrix is a flat 7500; row 2 is 7500 + (0.025% x A x n), per return, capped at hundred per cent of A.
- An LSF advice lapses if not paid within 30 days.
- Until the delay is regularised, no further financial commitment or transfer (regulation 12; paragraph 19).
- Failure to file in time or with LSF exposes the person to penal action under FEMA, 1999.
Read next
- Annual performance report and FLA return: regulation 10(4) and (5)
- Late submission fee under FEMA: RBI framework
- Cross-border guarantees reporting and late submission fee
- FEMA penalties and compounding: late submission fee, section 13 and section 37A
Disclaimer: Based on the rules, regulations and Reserve Bank Master Directions under the Foreign Exchange Management Act, 1999 that this article names, each in the version and up to the date stated in the article, as consulted on 2 October 2026. Some texts are third-party copies or older prints and are identified as such. Limits, forms and time limits change by amendment and circular; later changes should be checked on the Reserve Bank and Gazette sites. This article is general information, not legal advice; check the official text before acting.