The SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) also apply to AIFs in the IFSC. The "SEBI" published Operating Guidelines for Alternative Investment Funds in International Financial Services Centres on November 26, 2018 "
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Gujarat International Fin-Tec City (GIFT City) is being built as a worldwide financial and IT services hub, similar to globally benchmarked financial centres. It features an International Finance Services Centre ("IFSC")-designated Special Economic Zone. The IFSC was established to handle financial services transactions now carried out outside of India by foreign financial institutions and Indian financial institutions' overseas branches and subsidiaries.
The regulatory framework controlling funds in the IFSC has undergone significant regulatory modifications as part of the broader regulatory effort to support the expansion of financial services intermediaries in the IFSC. As a result, the IFSC is quickly establishing itself as a viable alternative to well-known fund jurisdictions like as Singapore and Mauritius.
Under the Special Economic Zones Act of 2005, the Central Government established a framework for the establishment of an IFSC. The IFSC was created to allow financial service companies to offer foreign currency financial services and products to their consumers (i.e. non-INR currencies).
For the purposes of India's exchange control regulations, "units" and "entities" in an IFSC are considered as "persons resident outside India."
In Gandhinagar, Gujarat, GIFT City is being created as a worldwide financial and IT services hub to compete with globally benchmarked financial centres. It was designated as a Special Economic Zone ("SEZ") and is India's only certified IFSC. Because of its unique position, the IFSC is a desirable jurisdiction for pooling and managing global money.
The SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) also apply to AIFs in the IFSC. AIFs in IFSCs, on the other hand, have been granted specific dispensations to provide them with greater operational freedom while preserving tax efficiency. SEBI, India's capital markets regulator, which oversees AIF structures, has established special rules and restrictions for AIF formation in GIFT City. The Foreign Exchange Management (IFSC) Regulations, 2015, and the SEBI (IFSC) Guidelines, 2015, read with the Operating Guidelines, are the primary sources of regulation for AIFs in an IFSC. A fund must get registration from the IFSC Authority in order to operate as an AIF (as set up under the IFSC Authority Act, 2019).
The Securities and Exchange Board of India ("SEBI") published Operating Guidelines for Alternative Investment Funds in International Financial Services Centres on November 26, 2018 ("Operating Guidelines"), which stipulate the following requirements for AIFs in IFSCs:
(a) by investors – USD 150 thousand; and
(b) by employees/directors of the AIF's manager – USD 40 thousand.
Advantages of forming AIFs in the IFSC, GIFT City
From a tax standpoint, IFSC provides appealing tax benefits such as a 100 percent tax exemption on business income for 10 consecutive years out of 15 years (“Tax Holiday”) and GST exemption for IFSC entities. AIF managers can take advantage of these benefits in relation to their fund management income.
For the transfer of specific securities [1], a 100 percent tax exemption has been granted to Category III AIFs in the IFSC where:
AIFs established in an IFSC are considered non-resident Indians under India's current foreign exchange regulations; they are able to engage in international firms without obtaining extra regulatory licences.
Lower operating cost due to subsidies granted by the Gujarat government
The Gujarat International Finance Tec-City (GIFT City) is a globally integrated business hub located in Gujarat, India. It has a special economic zone and a regulatory framework designed to facilitate international business operations. Alternative Investment Funds (AIFs) operating within GIFT City are subject to the guidelines and regulations put forth by the Securities and Exchange Board of India (SEBI).
Eligible investors for AIFs in GIFT City can include:
Domestic investors: These are Indian residents or entities registered in India who wish to invest in AIFs operating within GIFT City.
Foreign investors: Non-resident individuals or entities who wish to invest in AIFs within GIFT City. This can include Foreign Portfolio Investors (FPIs), Qualified Foreign Investors (QFIs), and other foreign investors who meet the eligibility criteria.
Institutional investors: Institutions such as pension funds, insurance companies, banks, mutual funds, and other financial institutions that meet the regulatory requirements can also invest in AIFs in GIFT City.
High net-worth individuals (HNIs): HNIs are individuals with substantial personal wealth who meet the minimum investment requirements as specified by SEBI.
Family offices: Wealth management advisory firms that serve high net-worth individuals and families can also invest in AIFs in GIFT City on behalf of their clients.
Please note that the specific eligibility criteria for investors may vary depending on the category of AIF and its investment strategy, as well as the regulations set by SEBI and the International Financial Services Centre (IFSC) Authority. It is essential to consult with a financial advisor or legal expert to determine your eligibility before making any investment decisions.
Process of Establishing AIFs in GIFT City
Setting up of GIFT Manager/Sponsor set-up
|
CRITERIA |
Category I AIF |
Category II AIF |
Category III AIF |
|
CATEGORIZATION |
-Angel Fund -Venture Capital Funds; -SME Funds; -Social Venture Funds; and -Infrastructure Funds. |
-Private Equity Funds; -Structured Credit Funds; -Debt Funds; -Real Estate Funds.
|
-Long only Funds; -Long-short Funds; -Hedge Funds and any other Funds with diverse and complex trading strategies. |
|
IFSCA APPLICATION FEES |
USD 2,500 |
USD 2,500 |
USD 2,500 |
|
IFSCA REGISTRATION FEES
|
USD 7,500 |
USD 15,000 |
USD 22,500 |
|
CONTINUING INTEREST BY SPONSOR / MANAGER |
Lower of the following amounts: -2.5% of corpus; or -USD 7,50,000 |
Lower of the following amounts: -2.5% of corpus; or -USD 7,50,000 |
Lower of the following amounts: -5% of corpus; or -USD 15,00,000 |
|
ABILITY TO INVEST IN LISTED SECURITIES |
Limited ability for listed investments. Different norms across sub-categories. |
Upto 49.99% investments can technically be done in listed securities. |
Investments upto 100% can be made in listed securities. |
|
OVERALL RESTRICTIONS/COMPLIANCES |
Moderate |
Low |
High |
|
CRITERIA |
Category I AIF |
Category II AIF |
Category III AIF |
|
QIB STATUS
|
Yes [Also, no lock in for investment made prior to IPO if held for at least one year] |
Yes [Also, no lock in for investment made prior to IPO if held for at least one year] |
Yes |
|
LEVERAGE |
No |
No |
Yes (upto 2X leverage / 100% additional exposure permitted) |
|
INVESTMENT BY DFI'S, INSURANCE COMPANIES, BANKS |
Yes, subject to compliance with prescribed norms |
Yes, subject to compliance with prescribed norms |
No |
|
DIVERSIFICATION |
No Limit |
No Limit |
No Limit |
|
CLOSE ENDED/OPEN ENDED |
Close Ended |
Close Ended |
Open or Close Ended |
AIF TERM, TERMINATION, AND LIQUIDATION
Classification of AIF Units As Securities & its effects
Guide of Investment AIF in GIFT City
Incentive for Establishing AIF in GIFT City
Comparative Analysis: AIF Category 3 vs. PMS
Category II AIFs in Indian Debt Investments
Open Ended vs. Closed Ended Cat III Funds
Under the Special Economic Zones Act of 2005, the Central Government established a framework for the establishment of an IFSC. The IFSC was created to allow financial service companies to offer foreign currency financial services and products to their consumers (i.e. non-INR currencies).
For the purposes of India's exchange control regulations, "units" and "entities" in an IFSC are considered as "person resident outside India."
In Gandhinagar, Gujarat, GIFT City is being created as a worldwide financial and IT services hub to compete with globally benchmarked financial centres. It was designated as a Special Economic Zone ("SEZ") and is India's only certified IFSC. Because of its unique position, the IFSC is a desirable jurisdiction for pooling and managing global money.
Yes, all three types of Alternative Investment Funds (“AIFs”) (Category I, Category II, and Category III), as well as funds of funds, can be established in an IFSC.
The SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) also apply to AIFs in the IFSC. AIFs in IFSCs, on the other hand, have been granted specific dispensations to provide them with greater operational freedom while preserving tax efficiency. Please see Query [8] for more information on the tax advantages of establishing funds in an IFSC.
The Securities and Exchange Board of India ("SEBI") published Operating Guidelines for Alternative Investment Funds in International Financial Services Centres on November 26, 2018 ("Operating Guidelines"), which stipulate the following requirements for AIFs in IFSCs:
(a) by investors – USD 150 thousand; and
(b) by employees/directors of the AIF's manager – USD 40 thousand.
SEBI, India's capital markets regulator, which oversees AIF structures, has established special rules and restrictions for AIF formation in GIFT City. The Foreign Exchange Management (IFSC) Regulations, 2015, and the SEBI (IFSC) Guidelines, 2015, read with the Operating Guidelines, are the primary sources of regulation for AIFs in an IFSC. A fund must get registration from the IFSC Authority in order to operate as an AIF (as set up under the IFSC Authority Act, 2019).
IFSC AIF fund management entities can be established as a branch of an existing entity or as a separate entity in the IFSC. Notably, only existing fund managers have the option of establishing a branch office. Managers who want to raise a fund in an IFSC for the first time must first create an entity in that IFSC that will be responsible for the management of that AIF in that IFSC.
Because the status of entities in IFSCs is that of a person resident outside India and given the nature of fund management activity, the process of forming a new company or LLP in GIFT City would be governed by Regulation 7 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 (“ODI Regulations”). Regulation 7 allows an Indian party engaged in the financial services sector to establish an overseas joint-venture or subsidiary subject to certain conditions, including obtaining regulatory NOCs from the relevant financial services regulators in India and abroad.
A non-resident person or an entity in the IFSC can also make a sponsor commitment. A branch in the IFSC, for example, would need regulatory approval before making a sponsor commitment to an IFSC AIF.
The diagram below depicts the key steps (along with a rough timeline) involved in establishing an AIF in GIFT City.
From a tax standpoint, IFSC provides appealing tax benefits such as a 100 percent tax exemption on business income for 10 consecutive years out of 15 years (“Tax Holiday”) and GST exemption for IFSC entities. AIF managers can take advantage of these benefits in relation to their fund management income.
The tax pass-through status under Section 115UB of the Income Tax Act of 1961 has been extended to Category I and II AIFs. Meeting the ‘specified fund' criteria of a lower rate of taxation for income in the form of capital gains and interest is applicable to Category III AIFs. Furthermore, as previously stated, Category III AIFs with business income should be able to claim the Tax Holiday.
For the transfer of specific securities[1], a 100 percent tax exemption has been granted to Category III AIFs in the IFSC where (a) the consideration for the transfer is payable in a foreign currency; and (b) all units of the AIF are held by non-residents (except those held by the sponsor and/or manager of the AIF).
The following are the rates that apply to various types of income earned by a Category I or Category II AIF in the IFSC:
|
Revenue/Income |
The tax rate for non-resident |
Tax Rate for resident |
|
WHT at AIF Level |
At rate below |
10% (rest of tax is recovered from the investor at the rate mentioned below) |
|
Investors Taxability |
||
|
Dividend |
20% |
30% |
|
STCG on which STT (securities transaction tax) has been paid |
15% |
15% |
|
Other STCG (Short term Capital gain) |
40% offshore Companies 30% offshore LLPs/firm |
30% |
|
LTCG (long Term Capital Gain) |
10% for gains from transfer of listed securities where STT is paid as well as if STT is not paid;
10% for transfer of unlisted securities (without indexation);
20% for other long-term capital gains
|
10% for gains from transfer of listed securities where STT is paid;
10% for gains from transfer of listed securities/20% (with indexation) if STT is not paid;
20% for transfer of unlisted securities (with indexation); 20% for Other long-term capital gains
|
|
Business Income |
Notwithstanding the above, in case the income of the IFSC AIF is characterized as business income, the same shall be taxable in the hands of the IFSC AIF at a rate of 30% and any distribution of such income should be exempt from tax in the hands of the investors of the IFSC AIF.
The IFSC AIF may claim a tax holiday under section 80LA of the ITA with respect to its business income, subject to conditions. This tax holiday can be availed for a period of 10 consecutive years out of the first 15 years.
|
|
Category II AIF in IFSC taxable rates
|
Nature of Income |
Rate |
|
Dividend |
10% |
|
Long Term Capital Gain (112A –STT Paid)(on 100000 and above income) |
10% |
|
LTCG(Other Than 112A-STT Paid) |
10% |
|
STCG (STT Paid) |
15% |
|
Other STCG (not covered in 111A) |
30% |
|
WHT at AIF level |
0% |
|
Investors taxability |
Exempted |
Setting up AIFs in GIFT City offers attractive tax benefits. A 100% tax exemption on business income for 10 consecutive years out of 15 years is available. Additionally, there is an exemption from the levy of Goods and Services Tax (GST) for entities in GIFT City.
Category I and II AIFs enjoy tax pass-through status under Section 115UB of the Income Tax Act, 1961. Category III AIFs can benefit from lower rates of taxation for income in the form of capital gains and interest, subject to meeting specified fund criteria. Category III AIFs with business income can also claim the tax exemption available.
A 100% tax exemption is granted to Category III AIFs in GIFT City for the transfer of specific securities if the consideration is payable in a foreign currency and all units of the AIF are held by non-residents.
Non-resident investors who purchase units in an IFSC AIF are not obliged to get a PAN or submit income tax returns in India if they do not have any other taxable income from their activities or interests in India.
Furthermore, revenue accruing to or received by non-resident investors from a GIFT City AIF's overseas assets should not be taxed in India.
Yes, IFSC firms have access to all three investment channels in India. This flexibility under foreign exchange laws complements AIF Regulations well, making the IFSC platform appealing to a wide range of funds, including angel funds, venture capital funds, private equity funds, infrastructure funds, credit funds, real estate funds, hedge funds, and so on. An IFSC AIF might submit an application to the IFSC Authority for registration as an FPI or FVCI.
Yes, because AIFs established in an IFSC are considered non-resident Indians under India's current foreign exchange regulations, they are able to engage in international firms without obtaining extra regulatory licences.
The IFSC Authority, in a circular dated December 9, 2020, granted the following exemptions to IFSC AIFs:
I Take on indebtedness without limitations, subject to investor disclosures and consent, as well as risk reduction from leverage;
(ii) Establish distinct unit classes for co-investing alongside the AIF in portfolio businesses with segregated portfolios, subject to investor disclosures, provided that the co-investments are not on more favourable terms than the AIF;
(iii) Invest up to 100% of its funds in a single investee business, as opposed to the concentration restrictions imposed on non-IFSC AIFs; and (iv) invest up to 100% of its funds in a single investee company, as opposed to the concentration limits imposed on non-IFSC AIFs.
(iv) Invest up to 100% of their investible funds outside of India in securities of foreign businesses, as opposed to the restrictions placed on non-IFSC AIFs.
The aforementioned exemptions provide AIFs with greater operational and structural freedom, putting them on par with offshore funds.
Persons residing in India who have a net worth of at least USD 1 million in the previous financial year are eligible to participate in GIFT City AIFs, subject to the RBI's Liberalized Remittance Scheme restrictions (which is currently USD 250,000). AIFs, for example, can only invest funds obtained from residents in foreign investee firms or schemes.
Furthermore, funds that raise cash from Indian citizens should make sure that investments are done in a way that does not result in "round trippin." Of funds in India.
Protected cell companies, multi-share class vehicles, and variable capital companies ("VCCs") are recommended corporate forms for putting up funds in most major global financial jurisdictions. Such arrangements can make distributions from the fund entity's capital without being bound by the limits on capital redemption and reduction that are prevalent incorporation structures.
While the AIF Regulations in India allow AIFs to be formed as corporations and partnerships, the vast majority of AIFs formed in India are structured as trusts. A trust structure is not subject to solvency tests or limits on capital redemption or decrease, in addition to being very simple to set up and operate.
By Order dated September 22, 2020, the IFSC Authority established an Expert Committee (“Committee”) to assess the relevance and applicability of VCCs in the IFSC. VCCs have first launched in Singapore a few years ago, and the Monetary Authority of Singapore's pilot project drew a lot of interest from industry participants, with over a hundred VCCs already registered by 2020.
The Committee has issued a thorough report suggesting a wide framework for the VCC structure's implementation in the IFSC, including guidelines for VCC/sub-fund formation, capital funding, corporate governance, and so on.
VCCs, once enacted into law, would give the possibility of establishing IFSC AIFs in a globally recognised legal structure, giving the worldwide LP[7] community more comfort.
The following are the essential characteristics of VCCs as recommended by the Committee:
(i) The VCC's share capital should be a variable one. In other words, it should be able to accommodate frequent shareholder admission and leave without requiring extensive regulatory filings and approval.
(ii) The VCC can be set up as a stand-alone investment vehicle or as an umbrella fund with sub-funds that hold segregated portfolios. For each sub-fund inside the VCC, the VCC must issue a distinct class or class of shares.
iii) A VCC's sub-fund should not be a different legal entity from the VCC.
(iv) To address the primary risk of cross-selling contagion, namely, preventing the assets of one sub-fund from being used for/set-off against the liabilities of another sub-fund, asset and liability segregation requirements should take precedence over all other VCC requirements. All contracts entered into by the VCC must include a clause limiting any contractual claim against the relevant counterparty to the assets of the sub-fund alone.
(v) Each sub-fund of a VCC shall be considered as a distinct entity for tax purposes, having its own PAN. Furthermore, the sub-funds may be considered as a separate companies for the purposes of insolvency proceedings.
(vi) A VCC might contain a mix of open and closed-ended funds, with the option to switch from open to closed-ended and vice versa.
An International Finance Services Centre (IFSC) is a special economic zone established under the Special Economic Zones Act, 2005. GIFT City, located in Gandhinagar, Gujarat, is India's approved IFSC and is being developed as a global financial and IT services hub. The IFSC allows financial service providers to offer services and products to customers in foreign currencies.
The significance of GIFT City as an IFSC lies in its attractive jurisdiction for pooling and managing global capital. It provides opportunities for financial services intermediaries and promotes the growth of the asset management industry.
Yes, all three categories of Alternative Investment Funds (Category I, Category II, and Category III) can be established in an IFSC, including fund of funds. AIFs in IFSC are governed by the SEBI (Alternative Investment Funds) Regulations, 2012. However, special dispensations have been granted to AIFs in IFSCs to provide higher operational flexibility and tax efficiency.
The Operating Guidelines for Alternative Investment Funds in International Financial Services Centres issued by SEBI prescribe certain conditions for AIFs in IFSC. These conditions include a minimum scheme size of at least USD 3 million, a minimum sponsor commitment, and minimum investment requirements for investors.
For Category I and II AIFs, the minimum sponsor commitment is either USD 0.75 million or 2.5% of the fund's corpus, whichever is lower. For Category III AIFs, the minimum sponsor commitment is either USD 1.5 million or 5% of the fund's corpus, whichever is lower. The minimum investment by investors is USD 150 thousand, and by employees/directors of the AIF's manager is USD 40 thousand.
Fund management entities of IFSC AIFs can be set up either as a branch of an existing entity or as a new entity in the IFSC. Existing fund managers have the option to set up a branch office, while first-time managers must incorporate a new entity in the IFSC dedicated to managing the AIF.
The process of setting up a new company or Limited Liability Partnership (LLP) in GIFT City is subject to the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004. Indian parties engaged in the financial services sector can set up overseas joint-ventures or subsidiaries, subject to certain conditions and regulatory NOCs from relevant financial services regulators.
The Reserve Bank of India (RBI) has clarified that both Indian and non-resident entities can make sponsor commitments to an AIF in IFSC. Indian parties must fulfill the requirements of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004. A branch in IFSC would require prior regulatory approval for making sponsor commitments to an IFSC AIF.
The process of setting up an AIF in GIFT City involves several key steps, as summarized in the following table:
| Step | Description |
|---|---|
| 1 | Incorporation of the Fund Management Entity (FME) |
| 2 | Obtaining registration from the IFSC Authority |
| 3 | Appointment of a custodian |
| 4 | Drafting and filing of offer documents |
| 5 | Compliance with SEBI and IFSCA regulations |
| 6 | Fundraising and investment activities |
| 7 | Ongoing compliance and reporting |
The International Financial Services Centres Authority (IFSCA) has issued the Fund Management Regulations, which will supersede the existing framework for setting up funds in GIFT City. These regulations provide a unified registration for multiple fund activities by regulating the fund manager instead of the funds themselves. This approach allows for greater flexibility and ease of operations.
The regulations also introduce a green channel route for launching Venture Capital Schemes or non-retail schemes soliciting money from accredited investors. Substance requirements for the Fund Management Entity (FME) are defined, and special provisions are made for family investment funds and liberal co-investment regimes.
Establishing funds in GIFT City offers several advantages. Firstly, it allows for unrestricted global diversification, enabling the inclusion of various international assets in the fund's portfolio. This includes listed and unlisted securities, as well as physical assets like real estate, bullion, and art.
The progressive regulation in GIFT City ensures ease of business operations and protection for investors. The tax concessions available within the Special Economic Zone (SEZ) framework offer significant benefits, such as income tax exemptions and exemptions from GST.
Additionally, GIFT City's strategic location and lower operational costs compared to foreign jurisdictions make it an attractive choice for Indian High Net Worth Individuals (HNIs) and family offices. The expertise of wealth managers and advisers in GIFT City further enhances investment strategies.
GIFT City, as an International Finance Services Centre (IFSC), offers a favorable regulatory environment and tax benefits for setting up and operating funds. The introduction of the Fund Management Regulations by the International Financial Services Centres Authority (IFSCA) further streamlines the fund setup process and provides flexibility for fund managers.
The advantages of establishing funds in GIFT City include unrestricted global diversification, progressive regulation, cost-effectiveness, and access to diverse financial services within India. The tax concessions within the Special Economic Zone (SEZ) framework add to the appeal of GIFT City as a global financial hub.
By leveraging the opportunities and benefits provided by GIFT City, family offices and investors can explore new avenues for growth and maximize their investment strategies. With its unique position and regulatory framework, GIFT City has the potential to become a leading global destination for the asset management industry.
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Working with Corpzo for our Alternative Investment Fund registration was a remarkable experience. Their deep understanding of regulatory requirements and meticulous attention to detail ensured a smooth and efficient process. The team was always available to address our queries and provided invaluable support at every step. With Corpzo's expertise, we successfully registered our AIF without any hurdles. Highly recommended for anyone navigating the complexities of AIF registration!
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