Where incorporation sits in the set-up
IFSCA's workflow for setting up on the SWIT portal places name reservation alongside the search for premises, and incorporation of the company or LLP, with its PAN and TAN, before the single application to IFSCA as regulator and SEZ Administrator. In practice the entity must exist, with a registered office address in GIFT IFSC, by the time the application is filed. See the set-up sequence.
None of this applies to a foreign company setting up a branch. A branch is not incorporated in India; it registers its place of business under Chapter XXII of the Companies Act, 2013. See registering a foreign company's branch. For the choice between forms, see company, LLP or branch.
The filings
- Name and incorporation. Name reservation and incorporation are filed electronically: SPICe+ for a company and FiLLiP for an LLP.
- Identification and signatures. Each director needs a Director Identification Number and each designated partner a Designated Partner Identification Number, with digital signature certificates for those who sign the filings.
- Constitutional documents. The memorandum and articles, or the LLP agreement, should be drafted to fit the IFSCA framework the entity will apply under: object clauses, governance, signing authority and the powers of the principal officer should match what the IFSCA application will say.
- Tax and bank. PAN and TAN follow incorporation. IFSCA's workflow then has the unit open a foreign currency account with an IFSC Banking Unit and a special non-resident rupee account with a bank in India.
The 2017 exceptions for Specified IFSC companies
Under section 462 of the Companies Act, 2013, MCA notification G.S.R. 9(E) of 4 January 2017 modifies the Act for a "Specified IFSC private company": a private company licensed to operate from the IFSC in an approved multi-services SEZ. The main changes are:
| Topic | Provision | Position for a Specified IFSC private company |
|---|---|---|
| Form and name | Sections 3(2), 4(1)(a) | Must be limited by shares; name must carry the suffix "International Financial Service Company" or "IFSC". |
| Objects | Section 4(1)(c) | Objects are the financial services activities permitted under its licence to operate from the IFSC. |
| Registered office | Section 12 | Must be in the IFSC at all times; may move within the IFSC on a board resolution, but not outside it. |
| Financial year | Section 2(41) | A subsidiary of a foreign company may follow its holding company's financial year without Tribunal approval. |
| Resident director | Section 149(3) | The requirement applies from the second financial year after incorporation. |
| Board meetings | Sections 173(1), 179(3) | First meeting within sixty days of incorporation, then at least one in each half of a calendar year; certain board powers may be exercised by circular resolution. |
| Loans and investments | Section 186 | Section 186(1) does not apply; section 186(2) and (3) do not apply if the board passes a resolution. |
| CSR and internal audit | Sections 135, 138 | CSR does not apply for five years from commencement of business; internal audit applies only if the articles provide for it. |
Several filing periods are also longer, for example thirty days extended to sixty for notifying the registered office and filing certain resolutions. GIFT City's own summary of exemptions also lists relief for IFSC public companies, such as from the audit and nomination and remuneration committee requirements and from the limits on managerial remuneration.
The 2017 notification describes companies licensed by the RBI, SEBI or IRDAI, which were the IFSC regulators at the time. Since IFSCA now regulates financial services in the IFSC, confirm how the notification applies to an IFSCA-registered entity before relying on a particular exception.
Later relief, and changes before Parliament
MCA has extended relief to IFSC companies in other areas over time. In 2025 it gave section 186 relief to finance companies registered with IFSCA, through an amendment to the Companies (Meetings of Board and its Powers) Rules, 2014.
The Corporate Laws (Amendment) Bill, 2026 was introduced in the Lok Sabha on 23 March 2026 and referred to a Joint Committee of both Houses. It is a Bill, not law. As introduced, it would:
- require a company set up and incorporated in the IFSC to issue and maintain its share capital in a "permitted foreign currency" specified by IFSCA in consultation with the Central Government, and keep its books and financial statements in that currency unless IFSCA allows rupees (new section 43A);
- give existing IFSC companies a period, to be specified by IFSCA, to convert rupee share capital, and bar them from issuing further capital until they convert;
- keep fees, fines and penalties under the Act payable in rupees;
- define a "Specified International Financial Services Centre LLP", require its registered office to stay in the IFSC and its name to end with "International Financial Services Centre LLP", and require partners' contributions to be accounted for in a permitted foreign currency.
Common pitfalls
- A name without the IFSC suffix, or objects drafted for a mainland business.
- A registered office address that does not match the premises for which the letter of intent or allotment was issued.
- No plan for a director who will meet the residence requirement from the second financial year.
- Articles that do not allow circular resolutions or meetings in the way the board intends to work.
- Capital structured without considering the foreign-currency capital proposals, if the Bill is enacted as introduced.