GIFT City legal documentation and governance.
FundFund documentation, commercial agreements, board materials, and regulatory opinions — drafted to withstand IFSCA review, investor due diligence, and parent-group scrutiny. Senior-led and built around how GIFT City entities actually operate.
Legal documentation and governance for GIFT City entities.
For a regulated entity in GIFT City, the quality of legal and governance documentation is rarely tested in the abstract. It is tested when the regulator reviews an application, when a fund administrator runs onboarding, when a correspondent bank performs counterparty due diligence, when an investor's lawyers ask difficult questions, and when an audit or inspection happens later. Documentation that was prepared without those readers in mind is the single most common reason GIFT City entities run into avoidable friction.
AxiomSync prepares legal and governance documentation specifically for IFSC entities — across fund structures, investment management arrangements, commercial contracts, board and corporate governance materials, and regulatory and legal opinions. The work is led by senior practitioners with LLM, LLB, and CA qualifications, drawing on more than two decades of group experience drafting fund and corporate documentation across DIFC, ADGM, Luxembourg, Mauritius, and India.
Built for regulated businesses, fund structures, and international groups operating in GIFT City.
AxiomSync supports IFSC participants requiring specialist legal documentation, governance frameworks, commercial agreements, and regulatory drafting aligned with IFSCA requirements and international market standards.
Fund Management Entities
Fund Management Entities (FMEs) launching Category I, II, or III AIF schemes.
Family Investment Funds
Family Investment Funds and family office structures.
Investment & Wealth Platforms
Portfolio managers, investment advisers, and wealth platforms.
Fintech & Digital Asset Businesses
Fintechs, payment service providers, and digital asset businesses requiring platform documentation.
Banking, Finance & Leasing Entities
IFSC Banking Units, finance companies, and aircraft and ship lessors needing transactional and operational drafting.
Capital Market Intermediaries
Broker-dealers, custodians, and other capital market intermediaries.
SPVs & Holding Structures
Special Purpose Vehicles (SPVs) and holding structures.
International Group Structures
International groups establishing IFSC entities that must align with parent-group governance standards.
What we cover
Fund documentation
We prepare the full fund document stack for GIFT City schemes — Private Placement Memoranda (PPMs), Limited Partnership Agreements (LPAs), trust deeds, scheme documents, subscription agreements, side letters, transfer agreements, and investor consent documentation. Each document is drafted to align with the relevant IFSCA framework, the chosen fund structure, and international investor expectations.
Investment management and advisory agreements
We draft and review investment management agreements, investment advisory agreements, sub-advisory arrangements, distribution agreements, placement agreements, and platform agreements between fund vehicles, managers, and intermediaries. The drafting takes into account regulatory obligations under both IFSCA and any cross-border regulators where the parties operate.
Corporate governance documentation
We prepare incorporation documents, shareholder agreements, board charters, committee terms of reference, conflicts of interest policies, delegation matrices, authorised signatory frameworks, and the wider governance architecture expected of regulated entities. This includes alignment with parent-group governance standards where the IFSC entity sits within a wider structure.
Commercial contracts
We draft and review the operational contracts that surround a regulated business — non-disclosure agreements, vendor and service agreements, technology and SaaS agreements, data-sharing arrangements, outsourcing agreements, intercompany services agreements, employment and consultant agreements, and other commercial documentation. The drafting considers both the IFSC regulatory environment and the wider Indian or cross-border legal context the client operates in.
Regulatory and legal opinions
We coordinate regulatory and legal opinions on proposed structures, activities, and cross-border arrangements — including jurisdictional analysis, treaty-based positions, and structural opinions for fund relocation, SPV deployment, or new product launches. Where required, we work with specialist counsel in the UAE, Luxembourg, Mauritius, India, or other relevant jurisdictions through the wider group network.
Documentation reviews and remediation
For clients with existing documentation, we conduct documentation reviews and remediation work — identifying gaps, inconsistencies, and weaknesses that may surface under regulator review, investor due diligence, or audit, and bringing the documentation up to a regulator-ready standard.
A typical AxiomSync legal documentation engagement runs across four stages.
Scoping and structure
Map the entity, the activities, and the documentation required. Confirm the legal and regulatory framework that governs each document, and the parties who will rely on it.
Drafting
Prepare the documentation as a coordinated set rather than as standalone files. Ensure consistency in defined terms, governance arrangements, and operational provisions across the full stack.
Review and finalisation
Coordinate with internal and external reviewers — fund administrators, auditors, parent-group counsel, regulator engagement teams — and finalise the documentation through to execution.
Maintenance and updates
Support ongoing documentation maintenance — side letter updates, scheme amendments, refreshed governance materials, and document changes triggered by regulatory or business developments.
Where international experience matters in GIFT City structuring.
A GIFT City fund manager raising capital from UAE family offices, European institutional investors, or NRI HNIs will have its documentation reviewed by counsel familiar with international fund standards — not just IFSCA. Documentation that is technically compliant in GIFT City but unfamiliar in form or weak in protective provisions creates avoidable friction at the fundraising stage.
AxiomSync draws on the wider 10 Leaves and Legability group experience in fund and legal documentation across DIFC, ADGM, Luxembourg, Mauritius, and India. That cross-border perspective shapes how we structure and draft GIFT City documentation — particularly for clients whose fund or commercial documentation must hold up under multiple international lenses, not just one.
20+
Years of group experience500+
Licensing mandates delivered5+
Financial centres supportedJurisdictions supported
Frequently asked questions about IFSCA authorisations and fund documentation.
A typical GIFT City AIF requires a Private Placement Memorandum, a constitutional document (such as a trust deed or LPA), subscription documentation, side letter templates, an investment management agreement, and supporting governance materials. Specific requirements vary by category (I, II, or III), structure, and investor base.
Existing documentation from Mauritius, Singapore, Luxembourg, or other jurisdictions can be a useful starting point but typically requires meaningful adaptation for GIFT City. The IFSCA framework, applicable Indian law, and the fund structure being used in the IFSC drive specific drafting choices that off-the-shelf adaptation rarely captures correctly.
Beyond IFSCA, fund documentation is typically reviewed by fund administrators, custodians, investors and their counsel, auditors, and where applicable parent-group compliance and legal teams. Documentation is also tested in operational contexts — onboarding, redemption, valuation, and reporting — which is why drafting needs to be operationally workable, not just technically compliant.
Yes. AxiomSync coordinates regulatory and legal opinions on structural matters — including jurisdictional positioning, fund relocation, SPV structures, and cross-border activity. Where opinions require specialist counsel in another jurisdiction, we work with the wider group network across the UAE, Luxembourg, Mauritius, and India.
For most regulated categories, yes. IFSCA expects regulated entities to operate with documented board and committee governance — including charters, terms of reference, delegation arrangements, and conflicts management. Beyond regulatory expectation, well-drafted governance documents reduce operational ambiguity and support cleaner decision-making over time.
Yes. For clients with existing documentation in place, we offer documentation reviews and remediation work — identifying weaknesses, gaps, and inconsistencies, and bringing the document set up to a regulator-ready standard without unnecessary rewriting.
Practical insights for fund managers, governance teams, and IFSC participants.
Fund Documentation in GIFT City — What Investors and Regulators Actually Look For
A practitioner's guide to PPMs, LPAs, subscription agreements, and side letters in the IFSC context.
Read More →
GIFT City Governance — How Boards and Committees Should Be Structured
A working view of board composition, committee architecture, and delegation arrangements for IFSCA-regulated entities.
Read More →
Cross-Border Fund Structuring — When GIFT City Is the Right Domicile
A comparative guide to fund relocation and structuring across GIFT City, DIFC, ADGM, Luxembourg, and Mauritius.
Read More →Need fund or governance documentation prepared properly?
Whether you are preparing a new fund, drafting investment management arrangements, building a governance framework, or reviewing existing documentation before audit, fundraising, or regulator engagement, AxiomSync can help you put a regulator-ready document set in place.