Typical contracts
- Investment management agreements and fund documents, under the fund management framework.
- Loan and security agreements, for banking units and finance companies.
- ISDA and other derivatives documentation.
- Aircraft, engine and ship lease agreements.
- Service agreements and outsourcing contracts, including group arrangements. See group service agreements.
Most are on market standard forms. The IFSC work is in the schedules, representations and termination provisions that tie the form to the unit's registration.
Governing law and forum
Parties usually choose the governing law. English and Singapore law are common for cross-border IFSC contracts, and arbitration is the usual dispute route. Settle these points early:
- Seat. The seat decides which court supervises the arbitration. An arbitration seated in India follows the Arbitration and Conciliation Act, 1996.
- Institution and rules. Name the institution and rules, or say expressly that the arbitration is ad hoc.
- Interim and emergency relief. Decide whether the parties may go to court for interim relief, and where.
- Enforcement. Consider where the counterparty's assets are and how an award would be enforced there and in India.
Name the forum and the seat clearly. A clause that leaves either open invites a dispute about the dispute. See arbitration for IFSC contracts and where IFSC disputes are decided.
Choosing a foreign law for the contract does not take the unit outside Indian regulation. IFSCA's regulations, FEMA and Indian tax law apply to the unit whatever the contract says.
Currency
Under regulation 4 of the FEMA (IFSC) Regulations, 2015, an IFSC institution conducts business in such foreign currency and with such persons as its regulator determines. Rupee dealings must fit an express permission. The activity frameworks repeat this. A GIC, for example, operates and keeps its balance sheet in a specified foreign currency, and may hold a rupee account only for administrative and statutory expenses.
For drafting, this means:
- price and pay in a permitted foreign currency;
- include rupee mechanics only where a permission covers them, and say which;
- allocate conversion costs and the exchange rate source;
- remember that statutory fees and some local costs will still be paid in rupees.
The firm's compendium notes an IFSCA circular of November 2025 setting out when rupee invoicing is allowed. Check it before invoicing any Indian counterparty in rupees.
Counterparties in India
Because an IFSC unit is generally treated as a person resident outside India for FEMA, a contract with an Indian resident is a cross-border transaction. The Indian party may need its own route: overseas investment, external commercial borrowing or the liberalised remittance scheme, for example. Build its compliance into conditions precedent and representations. See how FEMA treats IFSC units. Some frameworks also limit business with India. A GIC may earn no more than 10% of its revenue from its group's entities in India.
Drafting checklist
- Scope. Describe the services or products in the terms of the unit's IFSCA registration, and no wider.
- Regulatory change. Allow the unit to suspend, amend or terminate if its registration, a regulator's direction or the law requires.
- Information and inspection. IFSCA may call for records and inspect. Contracts with service providers should give the unit and IFSCA access to what they need.
- Authority. Signatories should be authorised by board resolution, consistent with the powers given to the principal officer.
- Stamp duty. Check the stamp duty position for the instrument and the place of execution. See Gujarat incentives and stamp duty.
- Tax. Allocate withholding and gross-up, and check whether payments to the unit benefit from withholding relief. See withholding relief.