BACKGROUND
The Ministry of Corporate Affairs (‘MCA’) has recently issued an Office Memorandum1 , wherein certain recommendations have been made for streamlining the incorporation process of companies which are proposed to be incorporated in International Financial Services Centre (‘IFSC’)
KEY RECOMMENDATIONS
- Expedited Approvals : It has been reiterated that incorporation applications for IFSC companies are to be processed on a priority basis
- NOC for subsidiary in IFSC : If a company seeks to incorporate a subsidiary in IFSC with the same name except for addition of the word 'IFSC', a No Objection Certificate (‘NOC’) from the parent company may be provided along with the incorporation / name approval application, in which case no objections shall be raised by the authorities
- Nominee shareholder requirement in wholly owned subsidiary (‘WOS’) incorporation : In SPICE+ Part B, the CIN of the holding company cannot be entered twice when adding subscribers for WOS. A nominee shareholder must be entered to meet the minimum requirement, with beneficial interest remaining with the holding company. Compliance with Section 89 of the Companies Act, 2013 is advised in such cases
- 60-Day Window for Registered Office Verification : Under the corporate law, IFSC companies have a 60 day window vis-à-vis 30 day window from incorporation date, to verify their registered office with the Registrar. Hence, it has been provided that registered office details need not be disclosed at the time of incorporation by IFSC companies. Applicants can provide a correspondence address in SPICE+ Part B and file e-Form INC-22 within 60 days, which is processed on Straight Through Process, without any manual intervention.
- Provisional Allotment letter & NOC :Given the challenges in obtaining rent receipts, IFSC companies may submit a provisional allotment letter and NOC from the Co-developer with e-Form INC-22, which will be treated as sufficient compliance with Rule 25 of the Companies (Incorporation) Rules, 2014.
- Office Photo Mandate: Attaching a photograph of the registered office in Form INC-20A is a one-time requirement to be completed within 180 days of incorporation. For IFSC companies, Form INC-22 must be filed within 60 days to notify the registered office. Since IFSC companies have the extended timelines, the above photo requirement remains applicable and is not being waived.
- Non-Objection by CRC: IFSC companies are expected to use industrial codes such as 65, 66, and 67. The Office of the Central Registration Centre has been advised not to raise objections in such cases.
- Rectification of technical glitch: The technical issue related to PIN code entry in Form INC-22 for IFSC companies has been rectified.
Although internal, the office memorandum reflects the regulators' intent to improve the ease of doing business within IFSCA by streamlining the company incorporation process
Footnote
1. e-File No. Policy/11/2025-CL-V-MCA
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