AIF & SEBI Lifecycle · Step 1 of 4
AIF & SEBI Compliance
End-to-end Alternative Investment Fund (AIF) advisory under the SEBI (Alternative Investment Funds) Regulations, 2012 — entity structuring (trust, LLP, company), SEBI registration via Form A, PPM and Contribution Agreement drafting, carry and waterfall design, SEBI quarterly reporting, and GIFT City IFSCA fund setup for offshore capital deployment.
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AIF Categories at a Glance
Category I
Venture Capital, Angel, SME, Social Venture, Infrastructure
Registration fee: ₹5,00,000
Min. corpus: ₹20 Cr (₹10 Cr for Angel Fund)
Category II
Private Equity, Debt Funds, Real Estate, Fund of Funds
Registration fee: ₹10,00,000
Min. corpus: ₹20 Cr
Category III
Hedge Funds, PIPE Funds, complex trading strategies
Registration fee: ₹15,00,000
Min. corpus: ₹20 Cr
What We Do
- Advise on optimum structure — trust, LLP, or company — based on tax efficiency and investor base
- Design entity architecture: investment manager, sponsor, trustee, and key investment team
- Prepare and file Form A application with SEBI under the SEBI (AIF) Regulations, 2012
- Draft PPM (Private Placement Memorandum), Contribution Agreement, and Investment Management Agreement
- Advise on qualification and experience requirements for key investment team personnel
- Respond to SEBI clarification queries and obtain the Certificate of Registration
- Coordinate with trustee, registrar, custodian, and benchmarking agency
- Design fund carry structure, distribution waterfall, and hurdle rate
- Set up accounting, regulatory filing outsourcing, and operational processes
- File quarterly activity reports within 15 calendar days of each quarter-end
- Coordinate annual PPM audit under Regulation 29 of the SEBI (AIF) Regulations, 2012
Key Thresholds (SEBI AIF Regulations, 2012)
Application fee
₹1,00,000
Min. investor commitment
₹1 Cr (₹25L for employees/directors of AIF or Manager)
Sponsor continuing interest — Cat I & II
2.5% of corpus or ₹5 Cr (whichever is lower)
Sponsor continuing interest — Cat III
5% of corpus or ₹10 Cr (whichever is lower)
PPM filing deadline
30 days before scheme launch
First close deadline
12 months from SEBI taking PPM on record
Single investee concentration (Cat I/II)
Max 25% of investable funds
Angel Fund — min. corpus
₹10 Cr
Angel Fund — investee age
Not more than 3 years old, turnover ≤ ₹25 Cr
Frequently Asked Questions
Can an AIF be structured as a trust, company, or LLP?
Yes. The SEBI (AIF) Regulations, 2012 permit an AIF to be set up as a trust (most common for pass-through taxation), a company, or a Limited Liability Partnership. The majority of Category I and II AIFs in India are structured as irrevocable private trusts under the Indian Trusts Act, 1882.
What is the minimum corpus required for an AIF?
₹20 crore for Category I (excluding Angel Funds), Category II, and Category III AIFs. For an Angel Fund under Category I, the minimum corpus is ₹10 crore under Chapter III-A of the SEBI (AIF) Regulations, 2012.
Does an AIF qualify as a Qualified Institutional Buyer (QIB)?
Yes. A registered AIF is a QIB under the SEBI (ICDR) Regulations, 2018, enabling participation in IPOs, QIPs, and other institutional investment opportunities.
Can a foreign investor invest in an Indian AIF?
Yes. Foreign investors can invest in Indian AIFs via the FPI, FDI, or FVCI routes. The AIF then deploys capital into domestic securities. FDI permissibility in the investee company depends on the sector and applicable FDI policy.
What is the PPM and when must it be filed with SEBI?
The Private Placement Memorandum is the foundational contract between the AIF and its investors. Under Regulation 11 of the SEBI (AIF) Regulations, 2012, it must be filed with SEBI at least 30 days before any capital is raised from investors.
What are the quarterly reporting obligations of an AIF?
AIFs must submit a quarterly activity report to SEBI within 15 calendar days after each quarter-end (April, July, October). The March quarter is covered by the annual report. SEBI simplified the quarterly format in March 2026 through SEBI Circular on Regulatory Reporting by AIFs dated March 2026.
Will SEBI ask questions or seek meetings after Form A submission?
Yes. SEBI may seek written clarifications after receiving the Form A application. In some cases, SEBI may also call for a personal meeting with the management team or inspect the office of the applicant as part of the registration process. Having the registration file, PPM, and manager track record documentation complete and consistent before filing significantly reduces back-and-forth.
How long is the AIF registration certificate valid?
The Certificate of Registration issued by SEBI to a registered AIF is valid throughout the life of the AIF — it does not expire or require periodic renewal. However, the AIF must maintain its ongoing compliance and reporting obligations to remain in good regulatory standing.
What Comes Next
Related Services
Regulatory
Accredited Investor Certification
Investors committing to an AIF must qualify as "accredited investors" under SEBI circular SEBI/HO/IMD/IMD-I/DOF5/P/CIR/2021/633 or meet the ₹1 Cr minimum under Regulation 10(b) of the SEBI (AIF) Regulations 2012. We issue the CA net worth certificate.
Regulatory
GIFT City & IFSC Fund Setup
AIF structures in GIFT City are registered with IFSCA (not SEBI) under the IFSCA (Fund Management) Regulations 2022. Section 80LA provides a 10-year income tax holiday for fund managers. We handle FME registration, PPM filing, and USD banking setup.
Advisory
Family Office & Private Wealth Structuring
HNI promoter families with ₹25 Cr+ corpus increasingly use proprietary Category II AIFs alongside private discretionary trusts. We structure both, including accredited investor certification, succession planning, and FEMA compliance.
AIF Hub
AIF & Fund Services — Full Overview
See all 9 Alternative Investment Fund services in one place — AIF registration, PPM, accredited investor, angel fund, GIFT City, family office, compliance, and SPV structuring.