Alternative Investment Funds · Accredited Investors · GIFT City
AIF, Angel Fund, Accredited Investor & Fund Structuring Services in India
Harun Raaj & Associates advises fund sponsors, family offices, and HNIs across the complete alternative investment fund lifecycle — from SEBI registration and PPM drafting to GIFT City IFSC structuring, quarterly compliance, and Accredited Investor certification. Every output cites the specific section or SEBI circular. No guesswork.
Our AIF & Fund Services
AIF Registration with SEBI
End-to-end registration under the SEBI (AIF) Regulations, 2012 — entity structuring (trust, LLP, company), SEBI Form A, PPM, and post-registration ops setup. Category I ₹5L, Category II ₹10L, Category III ₹15L. Minimum corpus ₹20 Cr.
PPM & LPA Drafting
Private Placement Memorandum, Contribution Agreement, and Investment Management Agreement drafted to SEBI Master Circular SEBI/HO/AFD-1/.../CIR/2024/39. Must be filed 30 days before fundraising (Regulation 11). Includes carry and waterfall design.
Accredited Investor Certification
CA net worth certificate for SEBI Accredited Investor status via NSE or CDSL Ventures (CVL). Eligibility: net worth ≥ ₹7.5 Cr or income ≥ ₹2 Cr (individuals), ≥ ₹50 Cr (trusts/companies). Certificate with UDIN, valid 1 year.
Angel Fund Registration
Category I AIF under Chapter III-A of the SEBI (AIF) Regulations, 2012. Minimum corpus ₹10 Cr. Angel investors: net tangible assets ≥ ₹2 Cr (individuals) or net worth ≥ ₹10 Cr (corporates). Each investment: ₹25 L to ₹10 Cr.
GIFT City & IFSC Fund Setup
FME registration and AIF structuring in GIFT City IFSC under IFSCA (Fund Management) Regulations 2022. Section 80LA 10-year tax holiday, Section 10(4D) non-resident exemption, zero STT/GST. Min. corpus USD 3M. Timeline: 30–60 working days.
Family Office & Private Wealth Structuring
Integrated advisory for promoter families with ₹25 Cr+ corpus — proprietary Category II AIF, private discretionary trust, accredited investor certification, succession planning, and FEMA ODI/LRS compliance.
AIF Ongoing Compliance & Reporting
Outsourced SEBI compliance management — quarterly reports due 15 Jan, 15 Apr, 15 Jul, 15 Oct; annual PPM audit under Regulation 29; Compliance Test Report; 16+ event-based filings; cybersecurity under SEBI CSCRF circular August 2024.
SPV Structuring for Private Equity & Real Estate
SPV incorporation (LLP or Pvt Ltd), ring-fencing advisory, IFSCA co-investment SPV framework (controlling scheme ≥ 50% commitment), annual accounts, FEMA filings (Form FCGPR, FLA), and ROC compliance for PE and real estate deal structures.
Who This Is For
Fund Sponsors & Managers
Setting up Category I, II, or III AIF — SEBI registration, PPM, quarterly reporting, and exit.
Family Offices & HNIs
Proprietary AIF, private trust, accredited investor certification, and FEMA structuring for ₹25 Cr+ corpus.
Angel Networks & Syndicates
Chapter III-A Angel Fund registration, investor eligibility verification, and portfolio company documentation.
PE Funds & Co-Investors
SPV structuring per deal, ring-fencing, co-investment SPV frameworks, and FEMA filings.
GIFT City FMEs
IFSCA registration, GIFT City PPM, USD banking setup, Section 80LA certification, and IFSC compliance.
Startups Receiving AIF Investment
Angel Tax (Section 56(2)(viib)) advisory, DPIIT recognition, and FEMA for foreign AIF investment.
Document Responsibility Matrix — AIF Setup
Common defects from peer reviews: missing trustee consent, PPM filed late, merchant banker certificate absent, and investor eligibility not verified before contribution.
| Document | Prepared by | Signed by | Filed with | Common defect |
|---|---|---|---|---|
| Trust deed / LLP agreement / MoA | Legal counsel | Settlor / partners / promoters | MCA / Registrar of Trusts | Missing revocability clause or trustee consent |
| SEBI Form A application | CA / compliance advisor | Fund Manager / Sponsor | SEBI (online portal) | Incomplete manager track record or net worth proof |
| Private Placement Memorandum (PPM) | CA / legal counsel | Manager + Trustee + Sponsor | SEBI — 30 days before launch | Late filing; waterfall mismatch with Contribution Agreement |
| Merchant banker due diligence certificate | SEBI-registered merchant banker | Merchant banker | SEBI — with PPM | Absent or out-of-date certificate (Annexure 3, Master Circular) |
| Contribution Agreement (per investor) | Legal counsel / CA | Manager + Investor | Retained by parties | Divergence from PPM fee or waterfall terms |
| Investment Management Agreement | Legal counsel | Manager + Trustee | Retained by parties | Key person clause undefined or removal process absent |
| Accredited Investor / eligibility certificate | CA (UDIN) | CA + investor | NSE / CVL portal | Certificate older than 6 months; residence excluded incorrectly |
| SEBI registration certificate | SEBI | SEBI officer | Issued to Manager | Delayed due to unresolved SEBI queries |
Statutory & Regulatory Basis
- SEBI (Alternative Investment Funds) Regulations, 2012
- SEBI Master Circular No. SEBI/HO/AFD-1/AFD-1-PoD/P/CIR/2024/39 dated 07/05/2024
- SEBI Master Circular SEBI/HO/AFD/AFD-POD-1/P/CIR/2024/175 dated 13/12/2024
- SEBI (AIF) Third Amendment Regulations, 2025 (notified 18/11/2025)
- SEBI Circular — Regulatory Reporting by AIFs (March 2026)
- IFSCA (Fund Management) Regulations, 2022 / 2025
- IFSC Authority Act, 2019
- SEBI Circular SEBI/HO/IMD/IMD-I/DF9/P/CIR/2021/620 dated 26/08/2021 — Accredited Investors
- SEBI Circular SEBI/HO/AFD/PoD1/CIR/2023/189 dated 18/12/2023 — Accredited Investor updates
- Section 80LA, Section 10(4D), Section 10(4E), Section 115UB of the Income Tax Act, 1961
- FEMA (IFSC) Regulations, 2015 · FEMA (Non-Debt Instruments) Rules, 2019
Ready to structure your fund or certify your investors?
Request an AIF setup checklist, accredited investor eligibility review, or compliance gap note. We respond within one business day.