Catch-Up Audits and Filing for Past Years
A missed APR filing can still be regularised. File each overdue APR within three years of its due date and pay a Rs 7,500 late fee. A US subsidiary you control needs audited financials for each of those years, and we audit every missed year, oldest first.
What Happens After a Missed APR Filing?
A missed APR filing brings a fee, a block on new investment, and a deadline after which the fee route closes.
New Investment Into the US Subsidiary Is Blocked
Under Regulation 12 of the Foreign Exchange Management (Overseas Investment) Regulations, 2022, an Indian investor with a reporting delay cannot make any further financial commitment to that foreign entity, or transfer its investment, until the delay is regularised. In practice, the next capital infusion, loan or guarantee for your US company waits until every overdue APR is filed.
Rs 7,500 per APR, Within Three Years
RBI A.P. (DIR Series) Circular No. 16, dated 30 September 2022, fixed the LSF for periodic returns such as the APR at a flat Rs 7,500 per return. Three missed years means three APRs and three fees. The LSF route is open for three years from each APR's due date, and once the AD bank issues the LSF advice, the fee must be paid within 30 days.
Why 31 December 2026 Matters for Older APRs
An APR that was due on 31 December 2023 reaches the end of its three-year LSF window on 31 December 2026. That is the same day this year's APR falls due. If your oldest missed APR is from that year, its audit has to be signed before the window closes. Past three years, the delay goes to compounding under FEMA, a longer process where the RBI decides the amount payable.
How Many APRs Are Overdue?
Tell us which years were missed and we’ll map the audits and the order to file them in.
Why Choose CountSure for Missed APR Audits?
CountSure is a US-based CPA firm. Every audit is performed under AICPA professional standards (GAAS), reported under US GAAP, and signed off by a licensed CPA. See our wider audit and assurance services.
We quote after reviewing your books and agree the scope and fee for every year before work starts.
Each audit file gets a second-level review before the report is issued, so the figures your Indian CA receives are final.
One person runs your catch-up, works with the Indian CA, and gives you timelines in business days for each year.
Annual Performance Report RBI Rules for a US Subsidiary
The Annual Performance Report (APR) is a yearly return under India’s overseas investment rules. It reports the financial position of each foreign entity in which an Indian resident holds overseas direct investment (ODI). It is filed in Form ODI Part II through the AD bank that handles your ODI, under the Unique Identification Number (UIN) allotted to your US subsidiary.
APR Filing Due Date
The APR filing due date is 31 December every year, and the APR reports on the foreign entity’s latest financial year. For a US subsidiary with a calendar year end, the accounts for the year ended 31 December 2025 support the APR due on 31 December 2026.
Who Files the APR, and the Two Exemptions
The Indian investor files one APR for each foreign entity. Where several Indian investors hold the same entity, the one with the highest stake files. No APR is needed where the investor holds less than 10% without control and has no financial commitment other than equity, or where the foreign entity is under liquidation. A wholly owned US subsidiary fits neither exemption. If you are still at the US company set up from India stage, plan for the first APR from the start.
APR for ODI: Why Your US Subsidiary Needs Audited Financials?
An APR for ODI must be based on the foreign entity’s audited financial statements. Regulation 10(4) of the OI Regulations allows unaudited statements only when two conditions both hold: the Indian investor does not have control, and the host country’s law does not require an audit.
Is Audit Mandatory for the APR?
For most US subsidiaries, yes. US federal law does not require a private company to be audited, so the second condition is usually met. The first is not. An Indian parent that owns 100% of its US subsidiary, or appoints its board, has control. Because both conditions must hold, a controlled US subsidiary needs audited financial statements behind every APR.
Why an Indian CA Certificate Does Not Replace the US Audit?
Your Indian statutory auditor certifies Form ODI Part II and, in the no-control case, certifies unaudited statements. That certificate does not stand in for an audit where one is required. The financial statements of a controlled US subsidiary are audited by a US licensed CPA firm, and the APR is then prepared from that audited report.
Oldest APR Close to Three Years?
Send us the due date of each missed APR and we’ll tell you which audit has to start first.
How We Catch Up Missed APR Years
Catching up missed APR filings is an audit project first and a filing project second. We work through it in this order.
Get Each Year's Books Audit-Ready
Before an audit starts, each year needs a closed set of books: bank accounts reconciled, capital contributions recorded against the remittances made under the UIN, and balances with the Indian parent agreed on both sides. Where the books need work, our bookkeeping cleanup brings them to that point first.
Audit the Oldest Year First
Each year's opening balances are the prior year's audited closing balances, so the years are audited in sequence. Starting with the oldest also protects the APR closest to the end of its LSF window. Once a year's records are complete, its audit report is issued within 15 to 20 business days.
Coordinate With the Indian CA and Your AD Bank
We coordinate the India side with an Indian CA firm, or with your own statutory auditor if you prefer. The CA receives the signed audit report for each year, certifies Form ODI Part II, and handles the AD bank submission and LSF. Nothing is filed in India until the matching US audit is signed.
Missed APR Catch-Up: Comparing Your Options
| Question | Unaudited, CA-certified statements | Catch-up audits within the LSF window | Waiting past three years |
|---|---|---|---|
| Accepted for a controlled US subsidiary? | No. Allowed only where the investor has no control | Yes | Yes, once audited, but through compounding |
| Cost to regularise | Not a valid route for a controlled subsidiary | Rs 7,500 LSF per APR, plus audit fees | Compounding amount set by the RBI, plus audit fees |
| New investment unblocked? | No | Yes, once every overdue APR is filed | Only after compounding is complete |
| Who signs the US financials? | Nobody audits them; an Indian CA certifies | A US licensed CPA firm | A US licensed CPA firm |
Our Missed APR Catch-Up Process
1. Map the missed years
2. Request documents
Bank statements, remittance records under the UIN, the general ledger, and any prior financial statements for each year.
3. Bring the books to audit-ready
4. Audit each year in sequence
Oldest year first, with each report issued within 7 to 10 business days of complete records.
5. Review drafts with your Indian CA
So the figures in Form ODI Part II match the audited statements exactly.
6. Issue signed reports and plan next year
A signed audit report for each year, and the next APR audit scheduled well before 31 December.
Missed APR Filing FAQs
Can an APR be filed late?
Yes. Within three years of its due date, an overdue APR can be filed through your AD bank with an LSF of Rs 7,500. After three years, the LSF route closes and the delay has to be compounded under FEMA.
What is the late submission fee for a missed APR?
What happens if a missed APR is more than three years old?
Can we file APRs for several missed years together?
Do we need an audit for the APR if US law doesn't require one?
Does it matter if the US subsidiary is an LLC?
Who signs Form ODI Part II?
Every Missed APR Starts With an Audit
Tell us your US subsidiary’s year end and the missed years, and we’ll scope a fixed-fee catch-up.
