Inward Re-domiciliation of Foreign Companies into GIFT IFSC: Proposed Framework under Sections 393B–393G

The Corporate Laws (Amendment) Bill, 2026 proposes an important legal framework for the inward re-domiciliation of foreign companies into International Financial Services Centres (IFSCs) in India. Through the proposed Chapter XXIIA – Transfer of Registration of a Company Registered Outside India, comprising Sections 393B to 393G, eligible foreign-incorporated companies may be permitted to transfer their registration to an IFSC without incorporating a new Indian company.

The proposed framework is particularly relevant for global financial businesses considering GIFT IFSC, including entities engaged in fund management, aircraft and ship leasing, insurance, financial services and other activities regulated by the International Financial Services Centres Authority (IFSCA).

Who Can Re-domicile into GIFT IFSC?

Proposed Section 393B allows a company incorporated outside India and having share capital to apply for transfer of its registration into India, subject to prescribed conditions.

A fundamental requirement is that the law of the company’s existing jurisdiction must permit such transfer or migration. Further, the company can transfer its registration only to an IFSC established under the Special Economic Zones Act, 2005.

Before approaching the Registrar, the foreign company would also be required to obtain a No-Objection Certificate (NOC) from IFSCA. This ensures that the proposed entity and its intended business activities are acceptable within the IFSC regulatory ecosystem.

Eligibility Conditions and Safeguards

Proposed Section 393C introduces safeguards intended to prevent financially distressed or legally constrained companies from using the re-domiciliation mechanism.

A foreign company would not be eligible where, among other circumstances, it:

• is undergoing winding-up, liquidation, strike-off or insolvency proceedings;
• has been declared insolvent;
• has a receiver, administrator or similar person appointed over its property; or
• has initiated a compromise or arrangement with its members or creditors.

These conditions are intended to ensure that only operational and financially solvent businesses can migrate into the IFSC framework.

Proposed Re-domiciliation Process

The process under Sections 393D to 393F can broadly be understood as:

Foreign Company → Eligibility under Home Jurisdiction → IFSCA NOC → Application to Registrar → Solvency Declaration → Certificate of Transfer

The application is expected to contain the company’s constitutional documents, proposed Indian name, approvals from the appropriate directors or shareholders, evidence that the home jurisdiction permits migration, and confirmation that the company will cease to remain incorporated in that jurisdiction after completion of the transfer.

Importantly, every director would be required to provide a declaration of solvency, confirming after due inquiry that the company is capable of meeting its liabilities and is not expected to become insolvent within one year from the declaration date.

Upon satisfaction of the prescribed requirements, the Registrar may issue a Certificate of Transfer of Registration.

Continuity of Business, Assets and Liabilities

One of the most significant features of the proposed framework is the preservation of the company’s legal and commercial continuity.

Following re-domiciliation, the company would become registered under the Companies Act, 2013, while its registration in the foreign jurisdiction would cease in accordance with applicable law.

The transfer is also intended to preserve existing property, rights, obligations, liabilities and pending legal proceedings. This distinguishes re-domiciliation from a conventional restructuring involving incorporation of a new company followed by transfer of shares, contracts or business assets.

Why the Proposed Framework Matters for GIFT IFSC

The proposed GIFT IFSC re-domiciliation framework could provide global businesses with a more efficient route for relocating existing offshore structures to India while maintaining corporate continuity.

It may reduce the need for fresh incorporation and separate business or asset-transfer arrangements, potentially making GIFT IFSC more competitive as an international financial jurisdiction.

However, several consequential matters—including tax treatment, capital gains implications, stamp duty, transfer and vesting of assets, regulatory filings and procedural requirements—will need to be addressed through detailed rules and corresponding regulatory provisions.

Conclusion

The proposed Sections 393B to 393G represent a significant development in India’s corporate and IFSC framework. By introducing a statutory mechanism for the inward re-domiciliation of foreign companies into GIFT IFSC, the proposal seeks to facilitate migration of international financial businesses without disrupting their legal identity or commercial continuity.

The effectiveness of the framework will ultimately depend on the detailed rules, procedures and regulatory coordination between the Ministry of Corporate Affairs, IFSCA and other relevant authorities.