APR Filing (RBI) Services for Indian Companies With a US Subsidiary
Your US Subsidiary's APR Is Due 31 December
Send us last year’s US books and your UIN, and we will tell you whether an audit is needed and what it takes.
APR at a Glance: The Annual Performance Report for ODI
Every person resident in India with ODI in a foreign entity
Once a year, one APR for each foreign entity
31 December each year
Audited financial statements of the foreign entity
Late Submission Fee of ₹7,500 per APR, within three years
Who Must File an Annual Performance Report With the RBI?
Every person resident in India who has made ODI in a foreign entity files an APR for that entity each year, under Regulation 10(4) of the Foreign Exchange Management (Overseas Investment) Regulations, 2022. The report goes through the AD Category-I bank that handled your investment.
Companies, LLPs and Resident Individuals Holding ODI
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Typical filers with a US entity:
- An Indian private limited company that owns a Delaware C corporation as a wholly owned subsidiary (WOS).
- An Indian LLP that holds the membership interest in a US LLC.
- A resident individual who controls a US startup through a shareholding or a voting agreement.
Each foreign entity gets its own APR. If your US subsidiary set up, acquired, wound up or transferred a step-down subsidiary during the year, or its shareholding pattern changed, the APR reports that too.
Several Indian Investors in One US Entity
When more than one Indian investor holds the same US entity, the investor with the highest stake files the APR. If the holdings are equal, the investors file jointly, and one investor can be authorised by the others to submit.
When No APR Is Needed
Only two situations are exempt: a resident individual holding less than 10% of the equity capital without control and with no other financial commitment, and a foreign entity under liquidation. A dormant US company with no revenue is not exempt. It still needs an APR every year.
APR Filing Due Date and Which Year It Covers
The APR filing due date is 31 December every year. The report covers the foreign entity’s most recent completed financial year, so the date the US books close decides how much time you have.
For a calendar-year US subsidiary, the extended Form 1120 deadline is 15 October. That leaves about eleven weeks for the audit, the Indian-side review and the bank submission. Treat 31 December as the bank’s deadline, not yours.
Audited Financial Statements for APR: The US Subsidiary Problem
The APR must be based on the foreign entity’s audited financial statements. Unaudited statements are allowed only when both conditions hold: the Indian investor does not have control, and the law of the host country does not require an audit.
Is an Audit Mandatory for APR When US Law Does Not Require One?
Yes, if you control the US entity. US law generally does not require a privately held corporation or LLC to be audited, so the host-country condition is met. The control condition is where most US subsidiaries fail. Under the Overseas Investment Rules, control means the right to appoint a majority of directors or to control management or policy decisions, including through shareholding or voting agreements that give 10% or more of voting rights. A WOS is controlled by definition.
| Your position in the US entity | APR basis |
|---|---|
| 100% owner (wholly owned subsidiary) | Audited statements |
| 51% joint venture with board majority | Audited statements |
| 15% stake with a board seat and voting rights over 10% | Audited statements |
| 8% passive stake held by an Indian company, no control | Unaudited statements, certified |
| Resident individual, under 10%, no control, equity only | No APR required |
Who Certifies Unaudited Accounts
Where unaudited statements are allowed, they are certified by the statutory auditor of the Indian investor. If the investor is not subject to statutory audit, such as a resident individual, a chartered accountant certifies them.
What a US Audit of Your Subsidiary Involves
An audit of your US subsidiary is performed under AICPA professional standards (generally accepted auditing standards) on US GAAP financial statements. Before fieldwork, we tie opening equity to the share certificates or LLC membership records your AD bank already holds, so the audited balance sheet agrees with what the bank has on file.
What the APR for ODI Reports, and Where US Numbers Break
The APR reports the foreign entity’s financial position, profit or loss, dividends and other money sent back to India, and changes in its step-down subsidiaries. Your AD bank checks it against records it already holds, so the risk sits in reconciliation.
APR for a US LLC: Capital Accounts vs Share Evidence
A US LLC issues membership interests, not shares, and a single-member LLC owned by an Indian company files only a pro forma Form 1120 with Form 5472. That return carries no balance sheet at all. Say the parent remitted $200,000 as equity, but the LLC booked $120,000 as capital and $80,000 as a loan from the parent. The APR equity figure will not match the bank's records. We reconcile member capital to every ODI remittance, by UIN, before the APR is built.
Profit, Retained Earnings and Dividends
Tax-basis figures differ from US GAAP financial statements on depreciation, accruals and revenue timing, so the numbers on Form 1120 cannot be copied into the APR. Any dividend or other repatriation reported in the APR also needs bank evidence on the Indian side, such as the inward remittance advice.
Intercompany Loans and Form 5472 Totals
Form 5472 filing reports the US entity's transactions with its foreign related party, which is your Indian parent: loans, service fees, royalties and capital. The same flows show up in the APR. When the two filings disagree, one of them is wrong.
APR Late Submission Fee and What Happens After Three Years
A late APR can be regularised by paying a Late Submission Fee (LSF) of ₹7,500 per APR, under RBI A.P. (DIR Series) Circular No. 16 dated 30 September 2022. The LSF route is available for up to three years from the due date.
- The fee multiplies by report. Illustrative: two US subsidiaries with two missed years means four APRs and ₹30,000 in LSF.
- The real cost is the freeze. Under Regulation 12 of the Overseas Investment Regulations, 2022, until a reporting delay is regularised you cannot make any further financial commitment to that foreign entity, fund-based or non-fund-based, or transfer the investment. Your next capital tranche to the US subsidiary waits.
- After three years, the LSF route closes. Regularisation then moves to compounding of the contravention under FEMA, which is slower and more expensive.
- Each missed year needs its own audit, and older US books are harder to audit.
Missed an APR for an Earlier Year?
We rebuild and audit the missing years’ US financials so you can regularise through LSF before the three-year window closes.
What Our APR Filing Services Include
Our APR filing services cover the US side and hand the Indian side a pack it can file without rework.
- US GAAP financial statements for the reporting year, closed and reconciled.
- Independent audit report on those statements, performed under AICPA professional standards. Where unaudited statements are permitted, we prepare them for certification by your Indian auditor or chartered accountant instead.
- APR data pack: every figure the APR asks for, mapped field by field to the audited statements, with a source reference for each
- ODI reconciliation workpaper: remittances by UIN against equity, loans, dividends and step-down subsidiary changes
- Form 5472 tie-out, where we also prepare the US return, so both filings use the same numbers.
- AD bank submission: We coordinate with an Indian chartered accountant, who certifies the APR where required and files it with your AD bank. If you already work with a CA, we hand them the complete pack instead.
Out of scope: legal opinions on FEMA structuring and compounding applications. Those sit with your legal counsel, and we work alongside them.
Why Indian Companies Choose CountSure for US Subsidiary APRs
01
CPA-led US audit
CountSure is a US-based CPA firm. The audit of your subsidiary is performed under AICPA professional standards, and a licensed CPA oversees and signs off every engagement.
02
One ledger, three filings
Your audited statements, Form 5472 and APR data pack come from the same reconciled numbers, so the IRS and your AD bank see one story.
03
Senior review on every file
Nothing reaches you or your Indian auditor without a second-level review of the reconciliation and the APR mapping.
04
Fixed fee, agreed upfront
Fixed fee, agreed upfront. The fee depends on the size and condition of your US entity’s books. We quote one fixed fee per entity after reviewing last year’s financials, before any work starts.
Our APR Filing Process
Scoping call
US year-end close
Audit or certification-ready statements
APR data pack
AD bank submission
Once your records are complete, the audit takes 8 to 10 days for each year. The pack then goes to our Indian CA partner, or to your own CA, for certification and filing with your AD bank.
Next-year calendar
APR Filing FAQs
What is the due date for APR filing under ODI?
Is an audit mandatory for APR if my US company is not required to have one?
Who certifies the APR when unaudited financials are allowed?
What is the penalty for filing the APR late?
Do I need to file an APR if my US subsidiary has no operations?
Who files the APR when there are several Indian investors?
Can a US CPA firm's audit report be used for the APR?
Start the US Audit Before December Does
Send us your US subsidiary’s trial balance and UIN, and we will confirm whether you need an audit and what your APR will take.
