A GCC build-operate-transfer arrangement should specify what is being built, who owns it during operation and what must transfer at handover. Address employees, contracts, intellectual property, premises, data and licences separately. A commercial transfer milestone does not automatically complete the legal steps required for each asset and relationship.
The business situation
A service provider builds an Indian capability centre and operates it for a foreign group. At the agreed handover date, key software licences remain with the provider, employee arrangements are incomplete and some customer permissions have not been obtained. The centre is operational but not fully transferable on the assumed terms.
A GCC is an operating model, not a separate legal form. The Indian entity's responsibilities follow its contracts, functions, people, assets and regulated activities. Group ownership does not eliminate the need to document services, assign rights, control access and examine cross-border payments.
What needs examining
01. Define the intended destination from the beginning
Identify the receiving entity, transaction structure and assets or relationships intended to move. Review incorporation, foreign-investment, tax and employment implications early. If the commercial model changes during the build phase, update the transfer design. An end-date promise is not enough where the provider cannot unilaterally transfer a third-party right.
02. Build transferability into the operating phase
Use contract, IP and licence terms that support the intended handover, subject to necessary consents. Maintain records of employees, contributions, security, data access and assets. Allocate responsibility for obtaining approvals and repairing defects. Avoid leaving the ownership of work products to be inferred from who paid the operating invoice.
03. Use acceptance criteria that cover legal readiness
Test the receiving entity's ability to employ, operate systems, receive services and deliver outputs. Define residual obligations, transition support and treatment of incomplete items. Verify data and access handover before removing the provider's role. A documented exception can support a considered decision; an invisible gap cannot.
Law, contract and recommended practice
Company law, FEMA, direct and indirect tax, employment, intellectual-property and data-protection rules may apply to the GCC's actual functions. Foreign group policies are not a substitute for an India-specific legal assessment. Sector restrictions can apply even to activities described as support services.
Connect the control to the evidence
Use this table to scope the review. The legal basis and the practical control are identified separately.
| Obligation or objective | Practical control | Evidence to retain |
|---|---|---|
| Legal assessment Structure the intended transfer lawfully | Entity, asset and relationship analysis | Transfer structure and approvals |
| Contractual control Create transferable rights where intended | Flow-down and consent provisions | Assignments, consents and licence records |
| Recommended practice Verify receiving-entity readiness | Acceptance and dependency checks | Handover evidence and exception register |
Records to prepare
Bring the complete, current record to the review. Preserve earlier versions where a change or disputed event makes them relevant.
Common questions
Does the BOT agreement itself transfer every asset?
No automatic conclusion should be drawn. Different assets, employment relationships, licences and contracts may require separate documents, consent or legal steps.
Should transfer diligence wait until the final month?
That can expose problems too late to remedy efficiently. Build the transfer perimeter and evidence requirements into the operating phase, then verify them before handover.
Define handover by the receiving entity's legal and operational ability to run the centre. The milestone should be evidenced across each material dependency.
Legislation & official resources
These references identify the governing frameworks. Confirm the current text, relevant amendments and applicable judicial position for the matter.
- Master Direction — Foreign Investment in IndiaReserve Bank of India · Official direction, displayed as updated to 15 June 2026 when reviewed. Read with the NDI Rules and applicable sector policy.
- Companies Act, 2013 — official legislative portalIndia Code · Government of India · Locate the current Act and applicable rules on India Code. Company category, exemptions and amendments matter.
- Digital Personal Data Protection frameworkMinistry of Electronics and Information Technology · Official framework resource. Apply the relevant Act, Rules and commencement notifications together.
This note is general information. The scenario is hypothetical and does not describe a client matter. The legal result depends on the facts, documents, jurisdiction and operative law. No individual lawyer review is represented by the preparation date.
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