CS Prashant Kumar | Company Secretary & Compliance Officer | Global Horizons Capital Advisors (IFSC) Private Limited
What Just Changed at GIFT City?
On May 5, 2026, the International Financial Services Centres Authority (IFSCA) quietly issued a notification that could meaningfully reshape how special purpose vehicles (SPVs), leasing structures, and cross-border entity management work out of GIFT IFSC.
The IFSCA (TechFin and Ancillary Services) (Amendment) Regulations, 2026 inserts a brand new Chapter VA into the principal TechFin and Ancillary Services Regulations, 2025 — formally introducing the concept of a Trust and Company Services Provider (TCSP) within India’s only IFSC at GIFT City, Gandhinagar.
This isn’t just a regulatory tweak. It is a foundational building block for a full-service international financial centre — the kind of infrastructure that Singapore, the Cayman Islands, the DIFC, and the BVI have long had. India is now building it, deliberately, within a regulated framework.
What Exactly Is a TCSP Under IFSCA Regulations?
In plain language, a TCSP (Trust and Company Services Provider) is a regulated intermediary that provides corporate and trust administration services — things like acting as a nominee director, forming companies or trusts on behalf of clients, providing registered office addresses, and arranging trustee services.
These are services that any sophisticated international financial centre needs. In the offshore world, corporate service providers (CSPs) do this every day in the Cayman Islands, BVI, and Singapore. At GIFT IFSC, this function now has a proper regulatory home.
Under the new regulations, a TCSP is defined as:
“An entity which has been granted registration as a TechFin and Ancillary Services Provider under these regulations to undertake Trust and Company Services Provider services for leasing activities permitted by the Authority.”
The immediate and explicit context is leasing activities — aircraft leasing, ship leasing, and equipment leasing structures that IFSCA has been aggressively developing. But the architecture is clearly designed with broader application in mind.
Why Does This Matter? The Big Picture First
Before getting into the regulatory details, it’s worth pausing to appreciate what this regulation is trying to solve.
International leasing structures — say, an aircraft leasing SPV — need to be legally incorporated, administered, and governed. They need a registered office. They need directors (often nominee directors from the service provider). They need a compliance function. They may need a trustee if the structure involves a trust layer.
Until now, promoters had to either bring in offshore service providers (adding cost, complexity, and jurisdictional friction) or self-manage, which creates its own governance risks.
The TCSP framework means that a regulated, IFSCA-registered entity can now provide all of these services from within GIFT IFSC itself. This keeps the entire structuring ecosystem onshore — or rather, in the IFSC, which operates on a quasi-offshore basis for regulatory and tax purposes — without needing to rely on Cayman or Singapore intermediaries.
For India’s ambition to make GIFT IFSC a genuine global financial hub, this is a significant missing piece being put in place.
Breaking Down the TCSP Framework: What the Regulations Actually Say
1. Registration Is Mandatory Before Commencement
Any entity wanting to provide TCSP services at GIFT IFSC must obtain a certificate of registration from IFSCA before commencing operations. There is no grandfather exception for existing TechFin service providers — existing registered entities must separately apply for TCSP approval.
The registration remains valid until suspended, cancelled, or voluntarily surrendered — and voluntary surrender requires IFSCA’s acceptance, meaning you can’t simply walk away from obligations by filing a letter.
Practitioner note: The application process follows the existing TechFin registration route under Regulation 6(1) of the principal regulations, with an additional declaration of arm’s length separation between TCSP activities and other services the entity may provide.
2. Legal Form and Eligibility: Who Can Apply?
The applicant must be incorporated as either a company or an LLP in the IFSC, or such other form as IFSCA may permit.
The FATF filter is specifically built into eligibility: all promoters or partners must be from jurisdictions not listed as High-Risk Jurisdictions subject to Call for Action in FATF’s public statement.
This is a clean, globally-aligned anti-money laundering threshold. It effectively pre-screens out high-risk jurisdictions at the promoter level, rather than only at the client level.
3. Permissible Services: The Fifth Schedule
The services that a TCSP can offer are set out in the Fifth Schedule to the regulations. These are:
(i) Acting as an agent for setting up trusts, companies, LLPs, or any other body corporate.
(ii) Acting as (or arranging for another person to act as):
- Trustee for an express trust or equivalent function for any other type of trust
- Director, company secretary, or nominee shareholder in the case of a company
- Partner or designated partner in the case of an LLP
- Any equivalent person in the case of a body corporate
(iii) Providing a registered office, business address, correspondence or administrative address for a trust, company, LLP, or body corporate
(iv) Any other services as IFSCA may permit
The catch-all in (iv) is deliberate — IFSCA is building in flexibility to expand the scope as the market evolves without needing fresh legislative intervention.
4. Governance and Controls: This Is Not a Light-Touch Regime
The governance requirements under Regulation 10F are substantive and clearly modelled on FATF recommendations for trust and company service providers.
Key requirements include:
Governing Body: Every TCSP must have a governing body that formulates a governance framework commensurate with the scale, nature, complexity, and risk profile of its activities. This is not a box-ticking exercise — the framework must be proportionate.
Internal Audit / Independent Review: TCSPs must establish an internal audit or independent review mechanism to assess:
- Adequacy of governance and control frameworks
- Effectiveness of AML/CFT/KYC systems and procedures
- Accuracy and completeness of client and entity records
- Adherence to regulatory approvals and service scope
IFSCA has also reserved the power to appoint external auditors for special audits where a TCSP’s risk profile warrants it.
Record-Keeping: TCSPs must maintain accurate and up-to-date records (in physical or electronic form) of:
- Each legal person or arrangement administered
- Details of directors, trustees, protectors, partners, and nominee shareholders
- Trust deeds, constitutional documents, shareholders’ agreements
- Services provided, service agreements, and engagement duration
These records must be accessible to IFSCA or any government authority at any time, retained for a minimum of five years after cessation of the client relationship, and protected with appropriate data security safeguards.
Segregation of Duties: No single function or individual can have end-to-end control over client acceptance, service delivery, transaction execution, and compliance oversight. This is standard four-eyes principle applied at the process level.
Ring-Fencing: The TCSP business must be run as a distinct and adequately resourced line of business with its own governance arrangements, policies, systems, controls, and key personnel. Cross-contamination with other services the entity provides is explicitly prohibited.
5. Principal Officer and Compliance Officer: Residency and Qualification Requirements
Every TCSP must appoint a Principal Officer and a Compliance Officer, both of whom must:
- Be based in the IFSC (not remote or offshore)
- Be full-time employees of the TCSP (no shared resources or consultants)
Qualifications:
- Both must hold a professional or post-graduate qualification in finance, law, commerce, or a related field
- The Principal Officer must have at least five years of post-qualification experience in financial services
One practical concession: a Compliance Officer already appointed under another applicable law or regulation (say, under SEBI or RBI framework for a regulated entity operating in IFSC) can be redesignated as the TCSP Compliance Officer, provided they meet the minimum requirements.
6. Who Can Be a Service Recipient? The Non-Resident Requirement and the SPV Exception
This is one of the most commercially significant provisions in the entire framework.
The general rule: TCSPs may only provide services to non-resident service recipients from non-FATF-blacklisted jurisdictions.
The SPV exception is the crucial carve-out: A TCSP may provide services to an IFSC-based SPV even where the SPV has been sponsored, originated, or financed by a person resident in India — provided the SPV itself is the primary service recipient.
The explanation is equally important: An Indian resident who sponsors or finances an SPV is not treated as a service recipient merely by reason of that association. The TCSP’s contractual and fiduciary obligations run to the SPV in IFSC, not to the Indian sponsor.
Why this matters: Many legitimate IFSC leasing structures — aircraft leasing, infrastructure asset leasing — involve Indian promoters setting up SPVs at GIFT IFSC. Without this carve-out, the non-resident requirement would have effectively prevented TCSPs from servicing the most common use case. IFSCA has intelligently threaded this needle.
7. Professional Indemnity Insurance
Every TCSP must maintain professional indemnity (PI) insurance commensurate with the scale and risk profile of its business, covering claims from negligence, errors, omissions, or breach of duty.
The regulation doesn’t specify minimum cover amounts — this will likely be addressed through circulars. But the obligation itself is unconditional.
8. Conflict of Interest Framework
TCSPs must identify and (where appropriate) disclose conflicts of interest, and maintain a documented conflict management policy.
Given that a TCSP acting as both trustee and nominee director for the same structure can have inherent conflicts, this isn’t merely a compliance formality — it’s operationally significant.
9. Reporting and Enforcement
Financial reporting to IFSCA must be in US Dollars (unless IFSCA specifies otherwise). Operational reporting must follow IFSCA’s prescribed format, interval, and manner.
On enforcement: violations of the regulations, guidelines, circulars, or directions can attract enforcement action including suspension or cancellation of registration. The due process standard is expressly preserved — no enforcement action without a reasonable opportunity of written submissions.
Practical Implications: Who Should Be Paying Attention?
Aircraft and Ship Lessors at GIFT IFSC
This is the most immediate audience. IFSCA has been building out the aircraft leasing ecosystem aggressively. The TCSP framework provides the last-mile administrative infrastructure — the ability to have properly governed, locally-registered service providers who can manage SPV incorporation, nominee services, and registered office functions right within GIFT IFSC.
Fund Managers and Alternative Asset Managers
Fund structures often use trust layers and nominee arrangements. Having a regulated TCSP within IFSC who can serve as trustee or nominee removes the need to route these arrangements through offshore intermediaries.
Law Firms, CA Firms, and Corporate Secretarial Firms
The TCSP framework creates a new regulated category of financial service that professional services firms can potentially step into — subject to registration requirements and eligibility. For CA firms and law firms with an IFSC practice, this is worth a strategic evaluation.
Indian Promoters Structuring Outbound Investments via IFSC
The SPV carve-out in Regulation 10H is specifically designed to enable Indian promoters to use IFSC-based TCSPs for their SPV management needs. This eliminates the offshore corporate service provider from the chain for many structures.
Global Family Offices and Private Wealth Structures
As IFSCA expands TCSP scope beyond just leasing (via the catch-all in Fifth Schedule Clause iv), trust and family holding structures could increasingly be serviced from GIFT IFSC.
How Does This Compare Globally?
| Jurisdiction | Regulatory Framework | TCSP Oversight |
|---|---|---|
| Singapore | Trust Companies Act; MAS licensing | Comprehensive; MAS licensed trust companies |
| Cayman Islands | Companies Management Law | CIMA registered CSPs |
| DIFC (Dubai) | DIFC Companies Law; DFSA oversight | DNFBP regime for CSPs |
| BVI | Financial Services Commission oversight | Registered agents mandatory |
| GIFT IFSC (India) | IFSCA TechFin & Ancillary Regs (2025/2026) | New TCSP registration regime; FATF-aligned |
India’s framework is closer to the Singapore model — a formal licensing/registration regime with substantive governance and AML/CFT requirements — rather than the lighter-touch models seen in some Caribbean jurisdictions. That’s the right call for a jurisdiction positioning itself as a credible, G20-aligned financial centre.
Key Compliance Obligations at a Glance
For any entity considering a TCSP registration at GIFT IFSC:
Pre-commencement:
- Incorporate as a company or LLP in IFSC
- Verify promoter/partner FATF eligibility
- Apply to IFSCA under Regulation 6(1)
- Submit arm’s length declaration
Structural:
- Appoint Principal Officer (5+ years experience) and Compliance Officer — both full-time, IFSC-based
- Establish governance framework, internal audit mechanism
- Implement segregation of duties controls
- Ring-fence TCSP business line from other services
Ongoing:
- Maintain client and entity records (5-year minimum post-engagement)
- Report to IFSCA in USD in prescribed format
- Maintain professional indemnity insurance
- Maintain documented conflict management policy
- AML/CFT/KYC compliance
What to Watch For Next
1. IFSCA Circulars: The Fifth Schedule’s catch-all provision (Clause iv — “any other services as may be permitted”) signals that IFSCA will expand the service menu through circulars. Watch for guidance on trust administration, family office services, and potentially fund administration.
2. Minimum PI Insurance Thresholds: These will almost certainly come via circular. Promoters planning TCSP registration should build this into financial projections.
3. Reporting Format Specifications: IFSCA is yet to prescribe the specific reporting format and intervals. This will shape the operational compliance burden significantly.
4. Expansion Beyond Leasing: The current framework explicitly anchors TCSP services to “leasing activities permitted by the Authority.” Any expansion of the TCSP concept to other IFSC activities (fund management, insurance, banking SPVs) will require either a regulatory amendment or a broad reading of the catch-all. Likely the former.
5. PMLA Applicability: TCSPs providing trust and nominee services are classic Designated Non-Financial Businesses and Professions (DNFBPs) under FATF’s framework. The interface between IFSCA’s TCSP regulations and India’s Prevention of Money Laundering Act (PMLA) obligations for IFSC entities will need clarity.
The Bottom Line
The IFSCA TCSP framework is a mature, well-constructed regulatory intervention. It brings GIFT IFSC closer to the administrative infrastructure of mature offshore jurisdictions — but does so within a robust, FATF-compliant governance architecture rather than the lighter-touch regimes that created reputational problems elsewhere.
For leasing structures, this is immediately actionable. For the broader IFSC ecosystem — fund managers, family offices, investment holding structures — this is a foundation that IFSCA is clearly intending to build upon.
The message from IFSCA is clear: GIFT IFSC is being built not just as a place to book transactions, but as a full-service financial centre with the institutional infrastructure to match. The TCSP framework is another piece of that architecture clicking into place.
This article is based on the IFSCA (TechFin and Ancillary Services) (Amendment) Regulations, 2026 published in the Gazette of India on May 7, 2026 (F. No. IFSCA/GN/2026/008). It is intended for informational purposes and does not constitute legal or regulatory advice. For specific structuring or compliance queries, please consult a qualified advisor with IFSC expertise.
About the Author
Prashant Kumar is a Company Secretary, Published Author, and seasoned professional in corporate and financial services regulation. He currently serves as Company Secretary and Compliance Officer at Global Horizons Capital Advisors (IFSC) Private Limited, an IFSCA-licensed Investment Banker based in GIFT City, with direct, on-ground exposure to capital market transactions and regulatory structuring within the IFSC ecosystem.
He brings hands-on experience in IPOs, direct listings, and exchange listings, along with deep expertise in GIFT IFSC structuring, fund setup across FME and AIF frameworks, corporate governance, and regulatory compliance. He regularly advises fund managers, startups, and institutions on building globally aligned, execution-ready structures within the GIFT IFSC framework.
His current role at an IFSCA-licensed entity in GIFT City gives him direct working familiarity with the regulatory environment, the IFSCA registration process, and the practical compliance requirements that govern financial services activity within the IFSC — including the setup and ongoing governance of leasing structures for aircraft and ships.
If you are evaluating a GIFT IFSC aircraft or ship leasing structure — whether at the pre-incorporation stage, mid-setup, or for compliance review of an existing entity — Prashant Kumar and the team at Global Horizons Capital Advisors are positioned to provide structured, regulation-grounded advisory on the complete setup process, from entity incorporation and DC Letter of Approval through IFSCA registration, sector-specific clearances, and tax election under Section 147 of the Income Tax Act, 2025.
For professional discussions on GIFT IFSC leasing structures, fund setup, IPOs, listings, and regulatory strategy, he can be reached at +91 9821008011 or prashant.kumar@global-horizons.in.
