Overseas Investment from India (ODI)

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Overseas Investment from India (ODI)

As global markets open new avenues, overseas investment from India is increasingly being used by businesses and individuals to expand operations, diversify holdings, or gain access to international opportunities. Overseas Investment, Financial Commitment, Overseas Direct Investment (ODI), Overseas Portfolio Investment (OPI), issue of ESOP by Foreign Companies to Indian Employees, provision of Loans and Guarantees to foreign entities are governed by the Foreign Exchange Management (Overseas Investment) Rules, 2022, ODI (Overseas Direct Investment) is a strategic route for Indian entities to participate in the global economy.

Relevant definitions

What is Overseas Investment (OI)?

Overseas Investment refers to:

Financial commitment (including ODI, debt, and guarantees)
Overseas Portfolio Investment (OPI) made by persons resident in India

2. What is meant by Financial Commitment?

Financial Commitment includes the total investment by a resident Indian in:

ODI
Debt extended (excluding OPI) to a foreign entity
Non-fund-based facilities like corporate guarantees issued on behalf of the foreign entity

3. What is Overseas Direct Investment (ODI)?

ODI means investment by a person resident in India in:

Unlisted equity capital of a foreign entity
Subscription to the Memorandum of Association (MoA) of a foreign entity
10% or more of the paid-up capital of a listed foreign entity
Less than 10% of capital but with control in a listed foreign entity

4. What is Overseas Portfolio Investment (OPI)?

OPI means investment by a resident Indian in foreign securities, other than ODI. It does not include:

Investment in unlisted debt instruments
Securities issued by a person resident in India who is not based in an International Financial Services Centre (IFSC)

FEMA Guidelines for Outward Remittance:

Applies when Indian entities remit money abroad (e.g., for ESOP settlements or overseas investments)
Ensure compliance with Liberalised Remittance Scheme (LRS) and FEMA outward regulations
RBI approval may be needed based on remittance purpose and limits

What is Overseas Investment from India?

Overseas investment from India refers to investment made by a person resident in India into the equity instruments or capital of a foreign entity. This can be done by individuals, companies, LLPs, or partnership firms, subject to regulatory limits and compliance.

Overseas Investment Meaning Under FEMA:

Includes acquisition or subscription to equity instruments of a foreign entity
May be made in wholly owned subsidiaries, joint ventures, or strategic investments
Must comply with the Overseas Investment Rules & Regulations, 2022 and RBI directions as amended from time to time

Types of Overseas Investment:

ODI (Overseas Direct Investment) – Investment in unlisted equity or control-based holdings
Portfolio Investment – Passive investment in listed foreign securities (under LRS route)

Eligible Investors:

Indian companies
LLPs and registered partnership firms
Resident individuals (under specified limits)
Trusts and societies (with RBI approval)

Outward Direct Investment by Indian Companies

Outward direct investment India enables Indian businesses to:

Expand operations overseas
Set up subsidiaries, branches, or JV partnerships
Acquire foreign companies or invest in greenfield ventures

ODI Investment Requirements:

Based on the type of proposed activity the entity must have a good track record of profitability and net worth
Investment must be in a foreign entity with limited liability
Comply with annual reporting (Form FC, APR) and valuation norms
Transactions must be routed through Authorised Dealer Category-I banks

Restrictions:

ODI not permitted in foreign entities with unlimited liability (e.g., general partnerships)

ESOP by Foreign Companies to Indian Employees

When a foreign company grants ESOPs (Employee Stock Option Plans) to employees of its Indian subsidiary, the transaction is categorized as overseas investment from India.

Issue of ESOP by Foreign Company to Indian Employee – FEMA Perspective:

Regulated under Schedule ||| of the Overseas Investment Rules
Must be offered under a globally implemented scheme by the foreign entity.

Scenarios Covered:

ESOP ODI when foreign entity grants options to Indian employees
Complies with FEMA rules for outward investment and ESOP schemes

Restrictions:

ODI not permitted in foreign entities with unlimited liability (e.g., general partnerships)

Regulatory Framework & Reporting

Key Regulations:

Foreign Exchange Management (Overseas Investment) Rules, 2022 as amended from time to time
Foreign Exchange Management (Overseas Investment) Regulations, 2022 as amended from time to time
Master Directions on ODI issued by RBI as amended from time to time

Providing loans and guarantees to foreign entities

An Indian entity may give loan or provide a guarantee to a foreign subsidiary or foreign associate or foreign joint venture or step-down subsidiary of such foreign entity. The condition is that the Indian entity should have made Overseas Direct Investment (ODI) and has control in that specific foreign subsidiary or foreign associate or foreign joint venture or step-down subsidiary to which it desires to give loan or provide guarantee to. If the Indian entity has not made ODI into foreign step-down subsidiary, then it cannot give loan but may provide guarantee. An Indian resident individual cannot provide a loan to a foreign entity but may provide guarantee.

Why Choose FEMABIDE Advisorz?

Specialized Advisory on Overseas Direct Investment by Indian Companies
Expertise in ODI ESOP Filings and Structuring
In-Depth Knowledge of FEMA Guidelines for Outward Remittance
Full Support from Investment Planning to Regulatory Reporting
Trusted Partner for Cross-Border Business Expansion

Overseas Investment from India (ODI)