Before the application
- 1. Premises. Identify office space with a co-developer in GIFT City and sign a letter of intent. In parallel, for a new company or LLP, reserve the name with the Ministry of Corporate Affairs.
- 2. Provisional allotment. The co-developer issues a provisional letter of allotment and a no-objection certificate.
- 3. Incorporation. Incorporate the company or LLP with the Ministry of Corporate Affairs and obtain its PAN and TAN.
Name reservation and incorporation do not apply where a foreign company or LLP is setting up a branch. A branch still has to register its place of business in India under the Companies Act, 2013, so plan that filing alongside the application.
Application and approvals
- 4. SWIT application. File one application on SWIT, addressed jointly to IFSCA as SEZ Administrator and to IFSCA as regulator: the Common Application Form with the annexure for your activity.
- 5. SEZ approval. Correct any deficiencies in the SEZ application on the SEZ Online portal and appear before the Unit Approval Committee, online or in person, once the application is on its agenda.
- 6. Letter of Approval and in-principle approval. IFSCA as Administrator issues the Letter of Approval through SEZ Online. Where the activity regulation provides for it, IFSCA grants in-principle approval on SWIT. The applicant submits the Letter of Approval to the IFSCA regulatory team.
IFSCA says its regulatory team will contact applicants with queries within 7 working days of submission, and that it will strive to decide applications within 45 days.
Post-approval formalities
7. Five steps can run at the same time:
- Submit the bond-cum-legal undertaking in Form H of the SEZ Rules to the Administrator, receive the approved undertaking and eligibility certificate, and upload it on SEZ Online.
- Obtain an Importer-Exporter Code from DGFT.
- Obtain a registration-cum-membership certificate (RCMC) through DGFT.
- Open a foreign currency account with an IFSC Banking Unit and a special non-resident rupee (SNRR) account with a bank in India, and bring in capital and funds (including any overseas direct investment filings) when required after in-principle approval.
- Apply for GST registration through SWIT.
8. Then sign the lease with the co-developer, and file a copy with IFSCA on SWIT within 6 months of the Letter of Approval.
Registration and start of operations
- 9. Certificate of registration. Obtain final approval from IFSCA, the certificate of registration, through SWIT.
- 10. State registrations. Register under the Gujarat shops and establishments law and for professional tax, as employer and for employees, on the GIFT City portal. These can run in parallel.
- 11. SEZ identity cards for employees.
- 12. Commencement. Issue the first invoice or execute the first transaction, and submit a date-of-commencement request to the Administrator on SEZ Online.
- 13. Intimation to IFSCA. Inform the IFSCA regulatory team that operations have started, where the activity framework requires it.
What is indicative, and common delays
IFSCA describes the workflow as indicative and subject to the applicable regulations, and the 45-day decision period as an aim. In practice the timetable depends on complete documents, fit-and-proper checks and, for some activities, correspondence with the home regulator.
Delays usually come from a few sources:
- An ownership chain that stops short of the ultimate beneficial owner.
- Principal officers or KMPs who are not, or will not be, based in GIFT City.
- Board resolutions and home-regulator letters filed in draft.
- Signing the lease before the Letter of Approval, or then missing the 6-month filing window.
- Leaving AML registration with FIU-IND until after operations have begun.