NRI Investing in Indian Startups and Unlisted Shares: Routes, Pricing, Tax After the Angel Tax Repeal
How NRIs invest in Indian startups and unlisted shares: FEMA Schedule I vs IV, the Rule 21 pricing floor, FC-GPR deadlines, angel tax repeal and 12.5% LTCG.
You found an Indian startup you believe in. Maybe it is a friend's fintech raising a seed round, maybe it is a pre-IPO secondary in a company everyone in your WhatsApp group is talking about, maybe it is a Category I AIF asking for a Rs 1 crore commitment. You are sitting in London, Dubai, New Jersey or Toronto, and the question is brutally simple: can you actually do this from where you are, and what does it cost you in tax and paperwork when you eventually get your money out.
The good news for June 2026 is that the single ugliest piece of this puzzle, the angel tax, is gone. The rest is navigable, but it has sharp edges: a pricing floor you cannot legally go below, a choice between repatriable and non-repatriable made at the moment you wire the money and largely impossible to undo, reporting deadlines that carry a per-day penalty, and an exit where TDS and a USD 1 million annual cap decide how smoothly the money comes home.
The 30-second answer: An NRI or OCI can invest in unlisted Indian shares and startups under FEMA's Non-Debt Instruments Rules, 2019, either repatriable (Schedule I, FDI route, subject to sector caps) or non-repatriable (Schedule IV, treated like a resident, no sector caps). Permitted instruments are equity, compulsorily convertible preference shares and compulsorily convertible debentures, never an optional-conversion convertible note or SAFE. Pricing must be at or above fair value certified by a CA or SEBI Category I Merchant Banker under Rule 21. The company files Form FC-GPR within 30 days of allotment; a secondary needs FC-TRS within 60 days. Angel tax, Section 56(2)(viib), is repealed from AY 2025-26 (deemed effective April 1, 2024), so the company faces no tax on premium over fair value. On exit, long-term gains (held over 24 months) are 12.5% under Section 112 without indexation, with no Rs 1.25 lakh exemption; short-term gains run at slab rates up to about 30%. Repatriable proceeds escape the USD 1 million cap; NRO and non-repatriable proceeds do not.
This guide assumes you already know what NRE, NRO and FCNR accounts are and what your FEMA residency means; if not, start with the accounts comparison. What follows is the part that costs real money and gets people into trouble: which schedule to pick and why it is nearly permanent, the Rule 21 floor that overrides your negotiated price, the reporting deadlines and their per-day fee, what the angel tax repeal did and did not change, how the 24-month line swings your exit tax by a factor of more than two, and the illiquidity nobody quotes you on. Three sets of rupee numbers run end to end.
The schedule you pick is nearly permanent, and it controls your exit
Every NRI investment into an unlisted Indian company sits in one of two boxes under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the regime that replaced the old TISPRO rules in 2019. The box is the most consequential decision in the whole transaction, because it decides, before you have earned a rupee of gain, whether and how you can take the money out of India.
The repatriable box is Schedule I, the foreign direct investment route. You invest using foreign currency or funds from your NRE or FCNR account, the company reports the inward investment to the RBI, and your sale proceeds, net of Indian tax, can be sent back abroad in foreign currency. Because the money is treated as genuine foreign investment, it carries the full FDI apparatus: sectoral caps, prohibited sectors, and entry conditions. The company reports the issue in Form FC-GPR, and a transfer of existing shares between a resident and a non-resident is reported in Form FC-TRS.
The non-repatriable box is Schedule IV. Here you invest out of your NRO account, or rupee funds you already hold in India, on a non-repatriation basis. The trade-off is the entire point of the schedule: the law treats this investment as if a resident Indian had made it. It is not counted as foreign investment, not subject to sectoral caps, and not routed through the FDI approval framework. You can put money into sectors that are otherwise closed or capped for foreign capital. The cost shows up on the way out. The principal cannot be freely repatriated; it falls under the general NRO repatriation framework and its USD 1 million per financial year ceiling on total outward remittances.
Here is the part the brochures skip: you cannot casually convert an investment from Schedule IV to Schedule I later. There is no simple election that turns non-repatriable rupees into repatriable foreign investment after the fact. So the choice is close to permanent, and you make it at the moment of funding, often before you have thought about how you will exit. Choose Schedule I if your money came from abroad and you want the option to take it home in foreign currency one day. Choose Schedule IV if you are deploying rupees already sitting in India, you want access to a sector that is capped or closed to foreign investors, and you can live with the USD 1 million cap as your only exit channel for that principal.
What you are actually allowed to buy
On the FDI route the permitted instruments are deliberately narrow. You can hold equity shares, compulsorily convertible preference shares (CCPS), and compulsorily convertible debentures (CCD), plus share warrants. The word "compulsorily" is load-bearing. An instrument that gives the holder or issuer any option not to convert is treated as debt under FEMA, and debt instruments are outside this route. That single rule trips up more first-time NRI angels than any other.
A US-style SAFE or a plain convertible note is not, by itself, a FEMA-compliant instrument for inbound foreign investment. Founders love them because they defer the valuation fight, but a note with optional conversion or a maturity repayment obligation looks like a loan to the RBI, and a loan from a non-resident to an Indian company is a different regime (external commercial borrowings) with its own eligibility, end-use and tenor rules that most startups cannot meet. If you are writing a seed cheque, insist the company issue you CCPS or a CCD with the conversion price or formula fixed at issuance. A valuation cap that converts at a future round's price, with no floor, is the kind of structure that can fail an RBI review. Get the conversion mechanics fixed upfront, in writing, before the money moves.
Sector caps bite on Schedule I, and disappear on Schedule IV
Any individual who is a non-resident under FEMA, including an OCI cardholder, can use these routes. Your income-tax residency and your FEMA residency are separate tests run under separate laws; for this guide assume you are non-resident under both.
On the repatriable Schedule I route, sectoral caps and the prohibited list apply exactly as they do to any foreign investor. A handful of sectors are closed to FDI outright: lottery and gambling, chit funds, nidhi companies, real estate business (as distinct from construction-development and REITs), manufacturing of cigars, cheroots, cigarettes and tobacco substitutes, and atomic energy and railway operations not otherwise opened. Several more are open only up to a cap or only with prior government approval, including thresholds in defence, print and digital media, insurance and multi-brand retail. The reassuring part for most NRI angel money: technology, SaaS, consumer internet, B2B and fintech (within RBI's own norms) sit under the 100% automatic route, meaning no approval and no cap problem in practice. The sectors where caps actually bite are not usually where seed cheques go.
On the non-repatriable Schedule IV route, the sector caps fall away entirely because you are treated as a resident. That is its quiet advantage, and the reason a sophisticated NRI sometimes chooses it deliberately: it is the only clean way to take exposure to a sector that is capped or prohibited for foreign investors, at the price of locking the principal inside the NRO cap on exit.
Rule 21 sets a floor on your price, and a valuation report expires fast
This rule surprises NRIs who are used to negotiating a price freely with a founder over a call. Under Rule 21 of the Non-Debt Instruments Rules, 2019, when a non-resident acquires shares of an unlisted Indian company, the price must not be less than the fair value worked out using an internationally accepted methodology, and that valuation must be certified by a Chartered Accountant, a SEBI-registered Category I Merchant Banker, or a practising Cost Accountant. There is no startup exemption, no friends-and-family exemption, and no group-company carve-out.
The logic is symmetric, and worth holding in your head so you do not get it backwards. When a non-resident buys (money entering India), the price must be at or above fair value, so foreign money does not enter cheap and shortchange the Indian seller or the exchequer. When a non-resident sells to a resident (money leaving India), the price must be at or below fair value, so money does not leave at an inflated price. You can always pay more than fair value when buying, conviction and competition often push you there, but you cannot pay less.
For an unlisted company the accepted methods are discounted cash flow, net asset value, comparable-transaction multiples and earnings capitalisation. Two practical traps live here. First, the valuation certificate has a short shelf life: a report is generally treated as valid for about 90 days, so if the round drags, the deal must close inside that window or the certificate has to be refreshed at the investor's cost and the founders' irritation. Second, in a down round, the Rule 21 floor still applies at the current certified fair value, which can be uncomfortably low for new money but is non-negotiable; the founders' optimism about a recovery does not move the floor. The certificate, not the cap-table narrative, sets the minimum you can pay.
The reporting clock starts at allotment, and missing it costs by the day
Most guides mention FC-GPR and stop there. The detail that matters is the clock and the penalty, because the company carries the filing obligation but you, the investor, are the one who suffers if it is botched: an unreported holding is messy to exit and messy to repatriate, and your bank's compliance desk will ask for the acknowledgement.
When the company issues you fresh shares (a primary subscription), it must file Form FC-GPR within 30 days of allotment on the RBI's FIRMS portal under the Single Master Form. When you buy existing shares from a resident in a secondary, Form FC-TRS must be filed within 60 days of the transfer or the remittance, whichever is earlier. Miss the deadline and the regularisation is not free: the RBI charges a Late Submission Fee computed as Rs 7,500 plus 0.025% of the amount involved per day of delay, capped at the transaction value. On a Rs 50 lakh investment a few months late, the LSF runs into real money, and the company will often try to pass it to whoever caused the delay.
The takeaway is unglamorous but it saves grief: before you wire funds, confirm in writing who is filing the FC-GPR or FC-TRS, that they know the 30-day and 60-day clocks, and get the FIRMS acknowledgement once it is done. Keep it with your investment file. You will need it again at exit.
What the angel tax repeal actually changed, and what it did not
For more than a decade the biggest tax landmine in Indian startup fundraising was Section 56(2)(viib), the angel tax. It taxed the share premium a closely held company received above the fair market value of its shares as "income from other sources" in the hands of the company, at roughly 30% plus surcharge and cess. Introduced by the Finance Act, 2012 to catch laundering through inflated premiums, in practice it terrorised genuine startups whose negotiated valuations sat above a conservative DCF, and forced rounds to be priced down purely to dodge it.
The Finance Act, 2024 repealed Section 56(2)(viib) for all classes of investors. On the effective date there is a nuance worth getting right, because the popular shorthand "from April 1, 2025" is not quite the statute. The amendment is deemed to have come into force on April 1, 2024, so it bites from Assessment Year 2025-26, that is, for shares issued during FY 2024-25 (on or after April 1, 2024) and onward. If you backed a round in June 2024, the company no longer carries angel-tax exposure on that premium. The "April 1, 2025" framing you will see on many blogs is the start of the next financial year, FY 2025-26; it is safe but it understates the relief by a year. Where the precise date matters for a specific round, have the company's CA confirm the position for that issuance.
What this changes for you as an NRI investor is real but indirect. The startup you back can now issue shares at any premium without the company being taxed on the excess over fair value, so a high valuation no longer creates a tax bill on the round you are funding, and rounds close faster and cleaner because nobody is engineering the price to dodge angel tax.
What it does not change, and this is where I watch people draw the wrong conclusion:
- It does not touch FEMA pricing. Rule 21's fair-value floor for non-resident investment lives in exchange-control law, a different statute from the Income-tax Act. The angel tax repeal is an income-tax change in the hands of the company; the CA or merchant-banker valuation certificate is still mandatory for your investment.
- It does not change your capital gains tax when you eventually sell. Angel tax was a charge on the company receiving premium, never on the investor's gain. Your exit tax is governed by Section 112, untouched.
- Legacy notices survive. Demands raised for years up to FY 2023-24, while the section was in force, are not wiped out; companies that received them still have to contest them, and proceedings begun before April 1, 2024 continue. If you are buying into a company through a secondary, ask whether it carries any open angel-tax litigation, because you do not want to inherit a cap table with a contingent tax demand on it.
The honest read on the repeal: it is genuinely good news, but it is good news for founders and the company first, and for you only because it makes rounds cleaner and quicker. Do not let anyone sell it to you as a tax break on your returns. It is not.
Your exit tax turns on one date: the 24-month line
When you sell unlisted shares the gain is a capital gain under Indian law, and the rate hinges almost entirely on how long you held them.
Unlisted shares become long-term after more than 24 months. Hold for 24 months or less and the gain is short-term. For transfers on or after July 23, 2024, a long-term gain is taxed at a flat 12.5% under Section 112, without indexation. Two things follow that catch NRIs out. The indexation that used to inflate your cost for inflation and shrink a long-held gain is gone for unlisted shares, so a holding you have nursed for eight years gets no inflation relief. And there is no Rs 1.25 lakh exemption here; that threshold lives in Section 112A and applies only to listed, STT-paid equity. Every rupee of a long-term unlisted gain is taxed from the first rupee. (For the record, before July 23, 2024 the non-resident long-term rate on unlisted shares was 10%, not 12.5%, so transfers straddling that date are computed differently.)
Sell within 24 months and there is no flat rate at all. The gain is added to your other Indian income and taxed at your applicable slab rate, which for a sizeable gain pushes most of it into the 30% top slab plus surcharge and cess. The lesson writes itself: crossing the 24-month line takes the rate from up to roughly 30% down to 12.5%. On a large gain that single date is the biggest lever you control, and it is worth deferring a sale by a few weeks to clear it.
The practical sting at exit is TDS. When a resident buyer purchases your shares they must withhold tax under Section 195 before paying you, and absent a certificate they will often, on conservative advice, withhold on a high base rather than on the computed gain, freezing cash you then chase through a return months later. The clean fix is a lower or nil deduction certificate under Section 197 (Form 13), obtained before the sale, so the buyer withholds on the actual gain. It takes weeks, not days; build it into the exit timeline rather than discovering it at signing. The mechanics overlap heavily with a property sale, covered in TDS for NRIs and how to claim refunds.
Getting the money home is the harder half of the exit
Selling is half the job. Moving the proceeds abroad is the other half, and it is governed by the schedule you chose at entry, which is why that choice deserved so much thought.
If you invested repatriably under Schedule I with NRE or foreign funds, the sale proceeds net of Indian tax can be remitted abroad, and the principal you brought in is not squeezed by the USD 1 million NRO cap. The transfer still needs the full documentary trail: the FC-TRS filing for the share transfer, evidence of tax paid or TDS, Form 15CA filed by you, and Form 15CB, a Chartered Accountant's certificate confirming the tax position, before your authorised dealer bank will release the foreign remittance.
If you invested non-repatriably under Schedule IV, or the proceeds simply land in your NRO account, you are inside the USD 1 million per financial year cap on total NRO outward remittances, pooled across everything: this sale, rental income, dividends, anything else leaving NRO that year. The 15CA and 15CB filings still apply. If the exit is large, you may have to stage the repatriation across two or three financial years to stay within the cap, or move funds from NRO to NRE where eligible, which itself counts against the same USD 1 million limit, so it buys you nothing if you are already near the ceiling.
The honest framing on exits: the tax is usually the smaller problem. The bigger friction is sequencing the FC-TRS, the Section 197 certificate, the 15CB and the bank's compliance desk, and, for non-repatriable money, living inside the annual cap. Plan the exit paperwork the way you would plan a property sale, not a stock trade.
Put real numbers on a repatriable seed cheque
Take Priya, an NRI software director in Manchester, who invests in a Bangalore SaaS startup through the repatriable Schedule I route with funds wired from her NRE account. A SEBI Category I Merchant Banker certifies fair value at Rs 80 per share. Conviction (and a competitive round) leads her to pay Rs 100 per share, above the floor, which is permitted, for 50,000 CCPS: a total of Rs 50,00,000. The company files Form FC-GPR within 30 days of allotment. No angel tax arises on the Rs 20 per share premium over fair value, because Section 56(2)(viib) is repealed for this issuance.
Four years on, the CCPS have converted to equity and a later investor buys Priya out in a secondary at Rs 260 per share, or Rs 1,30,00,000 for her 50,000 shares. Her cost was Rs 50,00,000, so the gain is Rs 80,00,000. The holding ran well past 24 months, so it is long-term, taxed at 12.5% under Section 112 with no indexation: a tax of Rs 10,00,000 before surcharge and cess, which sit on top depending on her total Indian income. Because the original money came in through NRE on a repatriable basis, the net proceeds of roughly Rs 1,20,00,000 can be remitted abroad after the FC-TRS filing, Form 15CA and a CA's Form 15CB, with the USD 1 million cap nowhere in sight. Priya's one smart move is obtaining a Section 197 certificate before the sale, so the buyer withholds on the Rs 80,00,000 gain rather than on the Rs 1.3 crore gross, the difference being roughly Rs 6 lakh of her own cash that would otherwise sit with the government until she filed a return.
The same investment, sold one date too early, and through the wrong door
Now contrast Arjun, an NRI consultant in Dubai, who invests non-repatriably under Schedule IV out of his NRO account into a logistics startup, partly because the structure he wants sits in a sector where he prefers resident-style treatment and the sector cap would otherwise bite. He buys 1,00,000 equity shares at Rs 50 (at fair value), a total of Rs 50,00,000 from NRO.
Eighteen months later a strategic buyer acquires the company and Arjun sells at Rs 95 per share, or Rs 95,00,000, for a gain of Rs 45,00,000. Here is where two decisions cost him. The holding is only 18 months, 24 months or less, so the gain is short-term. There is no 12.5% rate; the Rs 45,00,000 is added to his Indian income and taxed at slab rates, pushing most of it into the 30% bracket plus surcharge and cess. At an effective 30% on the bulk of the gain that is roughly Rs 13,50,000 before surcharge and cess. Had he simply waited past the 24-month line, the same gain at 12.5% would have been Rs 5,62,500. The six-month difference cost him close to Rs 8 lakh.
The second cost is repatriation. Because the investment was non-repatriable and the proceeds sit in NRO, any remittance abroad falls under the USD 1 million per financial year cap across all his NRO outflows, with Form 15CA and Form 15CB required. If Arjun also has rental and dividend income leaving NRO that year, the sale proceeds compete for the same cap, and he may have to spread the repatriation over two financial years. The contrast between Priya and Arjun is the whole guide in two numbers: the 24-month line turned a 12.5% rate into a ~30% rate, and the route choice turned an uncapped repatriation into a USD 1 million annual squeeze.
The AIF route, and the accredited-investor bar that now gates angel funds
If picking single startups feels too concentrated, and for most NRIs it should, the pooled route is the Alternative Investment Fund (AIF), and within it the angel-fund sub-category. As of the SEBI (Alternative Investment Funds) (Second Amendment) Regulations, 2025, notified on September 8, 2025 with a detailed framework circular dated September 10, 2025, angel funds are now a distinct Category I AIF in their own right, no longer a sub-set of venture capital funds.
The bigger change is who can invest. Angel funds registering after September 10, 2025 may onboard only accredited investors, with existing angel funds given a transition window until September 8, 2026 to comply. For an individual (or HUF, family trust or sole proprietorship), accredited-investor status broadly requires either a net worth of at least Rs 7.5 crore (of which at least Rs 3.75 crore is in financial assets), or annual income of at least Rs 1 crore together with a net worth of at least Rs 5 crore (of which at least Rs 2.5 crore is in financial assets). In the same reforms SEBI removed the old hard floors, the Rs 5 crore minimum fund corpus and the Rs 25 lakh minimum commitment per angel investor, though each fund's private placement memorandum will set its own practical minimum.
For an NRI the AIF route has genuine attractions: professional diligence and deal access you cannot replicate as a lone angel, diversification across a portfolio rather than one binary cheque, and a cleaner FEMA path because the fund handles compliance at the vehicle level rather than leaving you to chase FC-GPR acknowledgements. Many NRIs route this through GIFT City structures, which can change the tax and repatriation profile favourably, covered in GIFT City investing for NRIs. The trade-offs are illiquidity across the fund's seven-to-ten-year life, management and performance fees that compound against your return, and the accredited-investor bar itself. If your net worth clears the threshold, the AIF is usually the more sensible vehicle than a string of direct cheques; the broader comparison sits in NRI PMS and AIF.
A decision table for the route, the instrument and the exit
| Decision point | Schedule I (repatriable) | Schedule IV (non-repatriable) |
|---|---|---|
| Source of funds | NRE / FCNR / foreign currency | NRO / rupee funds in India |
| Treated as | Foreign investment (FDI) | Resident-equivalent investment |
| Sector caps and prohibited list | Apply in full | Do not apply |
| RBI reporting | FC-GPR within 30 days (primary); FC-TRS within 60 days (secondary) | Generally no FDI reporting; reported as resident-equivalent |
| Repatriation of principal | Net of tax, no USD 1 million cap | Inside USD 1 million per FY across all NRO outflows |
| Best for | Money from abroad, clean foreign-currency exit | Indian rupees, restricted sectors, cap acceptable |
The instrument and the exit tax do not change between the two schedules. In both you may hold only equity, CCPS, CCD or warrants, never an optional-conversion note. In both, a long-term gain (over 24 months) is 12.5% under Section 112 without indexation and no Rs 1.25 lakh exemption, and a short-term gain is taxed at slab rates up to about 30%.
Edge cases worth checking before you sign
ESOPs from your Indian employer days. If your unlisted shares came from exercising employee stock options while you were resident and you later became an NRI, the holding period and cost base carry over, but the FEMA characterisation of the holding and any future transfer needs a fresh look under the non-resident rules. The shares were acquired as a resident; selling them as a non-resident routes through different reporting.
Buying a secondary versus a primary. Subscribing to fresh shares (primary) triggers FC-GPR; buying existing shares from a resident (secondary) triggers FC-TRS and the ceiling side of Rule 21, you cannot overpay a resident seller when money will later leave India, while you must respect the floor when buying. In a secondary, diligence the company's open litigation, including any legacy angel-tax notices on rounds raised up to FY 2023-24, before you take the shares.
Down rounds and the floor. If fair value has fallen, the Rule 21 floor for fresh non-resident money still applies at the current certified value. Awkward in a distressed round, but the certificate, not the founders' recovery story, sets the minimum.
Double taxation at home. India taxes the gain because the asset is Indian. Your country of residence may tax the same gain on a worldwide basis. The US and Canada tax worldwide gains and the relief is not automatic, you claim a foreign tax credit and the timing rarely lines up cleanly; the UK taxes residents on worldwide gains too, with its own remittance and credit mechanics; the UAE levies no personal capital gains tax, so a genuine Dubai resident often faces only the Indian charge. Check the capital-gains article of the relevant DTAA and the credit mechanism at home before you sell.
Reporting the asset abroad. US persons may have FBAR and Form 8938 obligations on the foreign holding, and similar disclosure regimes exist in Canada (Form T1135) and elsewhere. An unlisted Indian shareholding is precisely the kind of asset these rules were written to catch; non-disclosure penalties dwarf the tax.
The illiquidity nobody quotes you. There is no exchange, no daily price, and often no buyer when you want one. A secondary depends on a willing purchaser at a Rule-21-compliant price and a company whose articles permit the transfer; many startups have rights of first refusal and transfer restrictions that can block or delay a sale for months. Plan to hold for the long term, and assume you may not be able to exit on your timetable at all.
The honest read
NRI investing in Indian startups and unlisted shares is, in June 2026, easier than it has been in a decade, but only if you respect three hard constraints and treat everything else as solvable paperwork.
The first constraint is the schedule: repatriable Schedule I if your money came from abroad and you want a clean foreign-currency exit, non-repatriable Schedule IV if you are deploying Indian rupees or chasing a restricted sector and can live inside the USD 1 million annual cap. Decide it before you wire a single rupee, because it is effectively permanent. The second is pricing: you cannot pay below the CA or merchant-banker certified fair value under Rule 21, conviction and friendship notwithstanding, and that certificate is mandatory even for a seed cheque and stale after about 90 days. The third is the 24-month line on exit: it is the difference between 12.5% and a slab rate near 30%, it cost Arjun close to Rs 8 lakh in the example above, and it is entirely in your control.
So here is the recommendation I would give a friend. For most NRIs, do not run a string of direct angel cheques. Unless you have genuine deal access, the time to do diligence, and the stomach for a portfolio of binary outcomes, the AIF route, ideally through GIFT City, is the better vehicle: it diversifies the risk, handles the FEMA compliance at the fund level, and matches the illiquidity to a structured fund life rather than leaving you stuck with a single unsellable holding. Direct investing makes sense only for the narrow case, you know the founder or the company intimately, you can write a cheque you are prepared to lose entirely, and you are sizing it as the high-risk slice of a portfolio rather than its core.
If you do go direct, the moves that actually change your net outcome are mundane: cross 24 months before you sell, get a Section 197 certificate weeks before signing so the buyer withholds on the gain not the gross, choose the right schedule at entry, and treat the FC-GPR (30 days), FC-TRS (60 days), 15CA and 15CB filings as a checklist rather than a surprise. The angel tax repeal is real and welcome, but it is relief for the company and the founders, not a discount on your returns. Go in knowing these are illiquid, frequently binary bets where the most likely single outcome is zero, and the upside, when it comes, is what justifies the rest.
Related guides
- NRI PMS and AIF: portfolio management and alternative funds
- GIFT City investing for NRIs
- Buying Indian stocks as an NRI through the PIS route
- Building an India corpus as an NRI
- NRI portfolio asset allocation
- Capital gains tax for NRIs on shares and mutual funds
- TDS for NRIs and how to claim refunds
- The lower-TDS certificate (Form 13, Section 197)
- DTAA relief for NRIs
- ITR filing for NRIs, AY 2026-27
- FIRC: the foreign inward remittance certificate explained
- NRE, NRO and FCNR accounts compared
- Investments hub
- Taxation hub
Disclaimer
This guide is general information for Indian expats and is not investment, tax, legal or exchange-control advice. FEMA route eligibility, sector caps, pricing certification under Rule 21, FC-GPR and FC-TRS reporting, capital gains treatment under Sections 112 and 197, and repatriation limits depend on your specific facts and on rules that change. Unlisted and startup investments are illiquid and can lose their entire value. The angel tax repeal under the Finance Act, 2024 applies to the issuing company, not to your capital gains, and its effective date can matter for a specific issuance. Verify the current position with a Chartered Accountant, a SEBI-registered merchant banker for valuation, and your authorised dealer bank, and check the tax treatment in your country of residence and the applicable DTAA before you invest or exit. Figures in the worked examples are illustrative and exclude surcharge and cess.
Frequently asked questions
Can an NRI invest in an unlisted Indian startup directly?
Yes. An NRI or OCI can subscribe to or buy unlisted equity shares, compulsorily convertible preference shares and compulsorily convertible debentures of an Indian company under the FDI route in Schedule I of the Non-Debt Instruments Rules, 2019, on a repatriable basis, or under Schedule IV on a non-repatriable basis where you are treated like a resident investor. Both routes are subject to FEMA pricing under Rule 21, which requires the price paid by a non-resident to be at or above the fair value certified by a Chartered Accountant or a SEBI-registered Category I Merchant Banker. Sector caps and the prohibited list apply on the repatriable route only. The company must report the issue in Form FC-GPR within 30 days of allotment, and a resident-to-non-resident transfer in Form FC-TRS within 60 days. Plain convertible notes and SAFEs with optional conversion are not permitted instruments.
Has angel tax been abolished for startup investments?
Yes. Section 56(2)(viib), the so-called angel tax that taxed share premium received above fair market value in the hands of the issuing company, was repealed by the Finance Act, 2024. The amendment is deemed effective from April 1, 2024, so it applies from Assessment Year 2025-26, that is, to shares issued during FY 2024-25 and after. A startup can now issue shares at any premium without the company facing tax on the excess over fair value. Two caveats: FEMA pricing under Rule 21 still binds an NRI investor separately, and legacy angel tax notices for years up to FY 2023-24 are not wiped out and still have to be contested. The repeal is relief on the company side, not a change to your capital gains tax as an investor.
How are capital gains on unlisted shares taxed for an NRI?
For shares held more than 24 months, gains are long-term and taxed at 12.5% under Section 112 without indexation, for transfers on or after July 23, 2024 (the earlier non-resident rate was 10%). There is no Rs 1.25 lakh exemption, since that lives in Section 112A and applies only to listed, STT-paid shares. Shares held 24 months or less are short-term and taxed at your applicable slab rate, which on a large gain runs to roughly 30% plus surcharge and cess. The buyer must deduct TDS under Section 195 before paying you, and without a certificate that withholding can land on the gross consideration, not the gain. A lower or nil withholding certificate under Section 197 (Form 13), obtained before the sale, is the practical fix.
Can an NRI repatriate the money from selling unlisted shares?
It depends on the route you chose at entry. If you invested on a repatriable basis under Schedule I using NRE or foreign funds, sale proceeds net of tax can be remitted abroad and that principal is not squeezed by the USD 1 million cap. If you invested non-repatriably under Schedule IV, or the proceeds sit in your NRO account, repatriation is capped at USD 1 million per financial year across all NRO outflows pooled together, after filing Form 15CA and a Chartered Accountant's Form 15CB. Either way the gain is taxable in India first, and you should check whether your country of residence taxes the same gain and whether the DTAA gives relief, because the US and Canada tax worldwide gains.
Rakesh Sinha, NRI Finance Writer
Rakesh Sinha is a technology professional and an NRI since 2016. He holds a master’s from Carnegie Mellon University and a BTech in Computer Science from IIT Guwahati, and has worked at Microsoft, Cisco, InMobi and Google across Bengaluru, the United States and London. He has personally navigated the decisions these guides cover: moving foreign salary and tech-company RSUs across borders, opening NRE, NRO and FCNR accounts, filing Indian returns as a non-resident, and claiming DTAA relief between the US, UK and India. How these guides are written and reviewed.
Disclaimer: This guide is educational and general in nature. It is not individual financial, tax, or legal advice. Tax and FEMA rules change and your situation may differ, so confirm specifics with a qualified chartered accountant or financial adviser before acting. See our editorial standards for how these guides are researched, reviewed and updated.