🏢 Change in Management or Control of a Finance Company in GIFT City – A Practical Guide

🔍 Introduction

If you're running or planning to establish a Finance Company or Finance Unit (FC/FU) in GIFT City, understanding the regulatory process around change in management or control is crucial. The International Financial Services Centres Authority (IFSCA) recently issued a detailed guidance note on how to approach such changes with clarity and compliance.

Let’s break it down simply.

📌 What Triggers the Need for Approval or Intimation ?

As per Regulation 8(2) of the IFSCA (Finance Company) Regulations, 2021:

A change in management or control (including mergers, acquisitions, or takeovers involving 20% or more of shareholding or significant decision-making power) requires prior approval from IFSCA.

However, if the change is below 20%, only a formal intimation is required.

⚖️ Who Needs to Comply?

• Entities Registered as Finance Companies with core activity licenses→ Must obtain prior approval for management/control changes.

• Finance Units (non-core activities / treasury arms / GRCTCs)→ Only intimation is needed within 15 days of change.

📂 Documents Required for Prior Approval

If your entity is undergoing a qualifying change, you’ll need to submit:

1. 📝 Formal request letter on your company’s letterhead

2. 🧾 Board Resolution approving the management change

3. 📊 Post-change Shareholding Pattern & Group Structure (till UBO level)

4. 👤 Details of new promoters, including:

   • Nature (Individual, Entity, Trust, Fund, etc.)

   • Net-worth or financial statements (last 3 years)

   • Source of funds for acquiring shares

5. 🧑‍💼 Information on Management (IOM) for:

   • New promoters (natural persons)

   • New directors

   • UBOs (if changed)

6. 💵 Processing Fee as per latest IFSCA Fee Circular

   • Payment via SWIFT/MT103 with confirmation

🛑 What If the Change is Less Than 20% in Control of a Finance Company in GIFT City?

You’ll need to file a formal intimation letter along with:

• Board resolution

• Updated shareholder details

• IOM if there's a change in UBO

Even minor changes require notifying IFSCA to stay compliant.

📬 Where to File?

Submit your request to the Division of Supervision of Finance Companies, for Control of a Finance Company in GIFT City.

Department of Banking Supervision at IFSCA. All contact details and updates are listed at:👉 https://ifsca.gov.in/Legal/Index

✅ GIFT CFO Takeaway

Changing promoters or control structures in GIFT IFSC is completely allowed — as long as you follow the process.Whether you're bringing in a fund, inducting new promoters, or realigning ownership — compliance is key.

📥 Need help with filing your change request?

Our legal and compliance team at GIFT CFO regularly supports finance companies and units in navigating the IFSCA process with speed and accuracy.

📩 Reach out today at www.giftcfo.com or follow us on LinkedIn for regular updates.