The Ministry of Commerce and Industry issued Instruction No. 122 dated 5 January 2026 to clarify the procedure for reorganization of SEZ Developers, Co-developers, and SEZ Units, with specific reference to units operating in International Financial Services Centres (IFSCs). The instruction supplements earlier guidelines issued in October 2021 and addresses scenarios such as change of name, shareholding pattern, business transfer arrangements, court-approved mergers or demergers, change of constitution, and changes in directors. It provides that where such reorganization relates to an IFSC unit, the required regulatory compliance under the IFSC Act, 2019 shall be overseen by the IFSC Authority (IFSCA). The Administrator of IFSCA is required to duly intimate these changes to the concerned SEZ Unit Approval Committee to ensure compliance with the SEZ Act and Rules. The instruction thus establishes a coordination mechanism between IFSCA and SEZ authorities to ensure regulatory continuity and procedural clarity.
No. K-43022173/2023-SEZ
Government of India
Ministry of Commerce and Industry
Department of Commerce
SEZ Division
Instruction No. 122 | Dated: 5th January, 2026
To
1. All Development Commissioners
Subject: Guidelines regarding reorganization including change of name, change of shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution, change of Directors, etc. of SEZ Developers / Co-developers as well as SEZ Units.
Madam/Sir,
I am directed to refer to this Department’s Instruction No. 109 dated 18.10.2021 on the above-mentioned subject and to say that in case of an IFSC unit’s reorganization including change of name, change of shareholding pattern, business transfer arrangements, court approved mergers and de-mergers, change of constitution, change of Directors, requisite regulatory compliance under IFSC Act, 2019, the same may be duly intimated by the Administrator (IFSCA) to the Unit Approval Committee of SEZ concerned for the purposes as required under the SEZ Act and Rules.
2. This issues with the approval of the competent authority.
Yours faithfully,
(Prateek Bajpai)
Under Secretary to the Govt. of India
Tel. 011-23039939
Email: prateekbajpai.moca@nic.in
Copy to: –
1. CBDT, DoR, New Delhi
2. CBIC, Dept. of Revenue, New Delhi
3. DG, EPCES
