How to Incorporate a Company in GIFT City, India – Step-by-Step Guide (2025)

India’s ambition to become a global financial powerhouse has taken a concrete shape with the development of GIFT City (Gujarat International Finance Tec-City). As India’s first International Financial Services Centre (IFSC), GIFT City offers a world-class ecosystem, tax incentives, and a globally aligned regulatory framework for businesses operating in finance, fintech, insurance, fund management, and allied services.

What Is GIFT City and Why Incorporate a Company There?

GIFT City is a globally benchmarked financial and technology hub located in Gujarat, India. It operates under a dual structure:

• Special Economic Zone (SEZ) – designed for offshore and export-oriented financial services
• Domestic Tariff Area (DTA) – for domestic operations

As an IFSC, GIFT City allows businesses to operate in foreign currency, cater to global clients, and benefit from liberalized regulations and significant tax exemptions.

Key Advantages of Incorporating a Company in GIFT City

• 100% income tax exemption for 10 consecutive years
• No GST on services provided to offshore clients
• Exemption from Securities Transaction Tax (STT) and Stamp Duty
• Unified regulation under a single authority
• World-class infrastructure and global connectivity
• Ideal destination for onshoring offshore financial operations

Regulatory Authorities Governing Company Incorporation in GIFT City

Company incorporation and operations in GIFT City are governed by multiple authorities:

• International Financial Services Centres Authority (IFSCA) – sole regulator for financial services
• Ministry of Corporate Affairs (MCA) – company incorporation
• SEZ Development Commissioner – SEZ approvals and compliance

Types of Legal Entities Allowed in GIFT City

Businesses can choose from several legal structures depending on their operational needs:

1. Private Limited Company (Most Preferred)

• Limited liability
• Suitable for domestic and foreign investors
• Eligible for tax and regulatory benefits

2. Limited Liability Partnership (LLP)

• Flexible management
• Ideal for professional and advisory services

3. Branch Office of a Foreign Company

• Direct presence of foreign parent
• Subject to IFSCA approval

4. Wholly Owned Subsidiary

• Full operational control
• Separate legal entity in India

5. Representative / Liaison Office

• Non-commercial activities only

Eligibility Criteria for Company Incorporation in GIFT City

To incorporate a company in GIFT City, the proposed business must:

• Operate in permitted sectors such as banking, insurance, capital markets, fintech, fund management, leasing, or allied services
• Comply with IFSCA regulations
• Demonstrate financial and operational readiness
• Maintain required net worth and capital adequacy
• For foreign entities, be based in FATF-compliant jurisdictions

Step-by-Step Process to Incorporate a Company in GIFT City

Step 1: Identify Office Space in GIFT City SEZ

• A physical office address within GIFT City SEZ is mandatory
• Finalize lease terms with a GIFT City developer
• Obtain Provisional Letter of Allotment (PLOA)

Step 2: Name Reservation and Director Credentials

• Reserve company name via MCA portal
• Obtain:
  • Digital Signature Certificate (DSC)
  • Director Identification Number (DIN)

Step 3: Company Incorporation with MCA

• Draft Memorandum of Association (MOA) and Articles of Association (AOA) aligned with IFSC activities
• File SPICe+ (INC-32) form with MCA
• Receive Certificate of Incorporation (COI) from Registrar of Companies

Step 4: SEZ and IFSCA Application (Form FA)

• Submit Form FA through the SWIT (Single Window IT System) Portal
• Application covers:
  • SEZ Unit Approval
  • IFSCA authorization (for regulated activities)
• Attach:
  • Business plan / project report
  • Financial projections
  • COI, MOA, AOA
  • Board resolution

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Step 5: Unit Approval Committee (UAC) Clearance

• Application reviewed by Unit Approval Committee
• On approval, receive Letter of Approval (LOA)

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Step 6: Lease Deed, NSDL & SEZ Registration

• Execute final lease deed
• Register entity on NSDL portal
• Execute Bond-cum-Legal Undertaking with SEZ authorities

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Step 7: Final IFSCA Registration & Commencement

• Obtain final IFSCA Certificate of Registration
• Apply for:
  • GST (if applicable)
  • IEC
  • Other statutory registrations
• Notify Development Commissioner of commencement of business

Post-Incorporation Compliance in GIFT City

After incorporation, companies must ensure:

• Regular reporting to IFSCA
• Compliance with SEZ regulations
• FEMA and FDI compliance (for foreign investment)
• Maintenance of capital adequacy and net worth norms
• Adherence to AML, KYC, and prudential guidelines

Tax Benefits of Incorporating a Company in GIFT City

Direct Tax Benefits

• 100% income tax exemption for 10 years
• No Dividend Distribution Tax
• Capital gains tax exemption on specified securities

Indirect Tax Benefits

• No GST on services to offshore clients
• Customs duty exemption on imports for authorized operations
• No Stamp Duty and STT on IFSC exchanges

Who Should Incorporate a Company in GIFT City?

GIFT City is ideal for:

• Banks and IFSC Banking Units (IBUs)
• Insurance and reinsurance companies
• Fund Management Entities (AIFs, PE, VC)
• FinTech and payment service providers
• Aircraft and ship leasing companies
• Capital market intermediaries
• Global in-house centers and treasury operations

Conclusion

Incorporating a company in GIFT City IFSC provides unparalleled access to global markets, regulatory flexibility, and powerful tax incentives within India. With a structured incorporation process involving MCA, IFSCA, and SEZ authorities, businesses can efficiently establish and scale their international operations from India’s premier financial hub.

For companies looking to expand globally while remaining compliant with Indian regulations, GIFT City offers the perfect balance of offshore efficiency and onshore stability.