AIF MANAGEMENT

Alternative Investment Fund (AIF) Registration is a mandatory legal process governed by the Securities and Exchange Board of India (SEBI) under the SEBI (Alternative Investment Funds) Regulations, 2012. Registration is a prerequisite for any entity intending to pool funds privately and invest them according to a defined alternative investment strategy. AIF registration ensures regulatory oversight, investor protection, transparency, and orderly development of the alternative investment ecosystem in India.

What is AIF Registration?

AIF Registration refers to the formal approval granted by SEBI allowing a fund to operate as an Alternative Investment Fund in India. Through registration, SEBI classifies the fund into Category I, II, or III, depending upon its investment objective and risk profile. Only upon receiving the Certificate of Registration can an AIF lawfully raise funds, make investments, and undertake fund management activities.

AIF registration provides legal recognition to the fund structure, defines permissible investment activities, and subjects the fund, sponsor, and manager to continuous regulatory compliance and reporting obligations.

Who is Required to Obtain AIF Registration?

Any entity intending to:

  • Privately pool capital from Indian or foreign investors.
  • Invest in asset classes other than traditional equity and debt.
  • Operate a fund under a defined investment strategy.
  • Manage investor funds on a fiduciary basis.

must obtain AIF registration from SEBI before soliciting or accepting investments.

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Legal Structures Eligible for AIF Registration

An AIF may be established in any of the following forms:

  • Trust (most commonly used)
  • Limited Liability Partnership (LLP)
  • Company
  • Any other structure permitted by SEBI

Other Compliance Requirements

Sponsor:

  • Sets up the AIF.
  • Responsible for ensuring regulatory compliance.
  • Contributes minimum sponsor commitment.

Manager:

  • Manages investments and operations of the AIF.
  • Responsible for day-to-day fund management.
  • Must meet SEBI’s fit and proper criteria.

Trustee (if structured as a trust):

  • Oversees fund operations.
  • Ensures compliance with trust deed and SEBI regulations.
  • Acts in fiduciary capacity for investors.

Categories of AIF for Registration

CATEGORY I

Development-Oriented Funds

Venture Capital Funds
Angel Funds
SME Funds
Social Venture Funds
Infrastructure Funds

CATEGORY II

Private Capital Funds

Private Equity Funds
Debt Funds
Real Estate Funds
Funds of Funds

CATEGORY III

Trading and High-Risk Strategy Funds

Hedge Funds
PIPE Funds
Quantitative and Structured strategy fund

Legal Structures Eligible for AIF Registration

  • Sponsor and Manager must be “fit and proper” persons.
  • Minimum sponsor/manager commitment:
  1. Category I & II: 2.5% of corpus or ₹5 crore (lower of the two).
  2. Category III: 5% of corpus or ₹10 crore (lower of the two).
  • Clearly defined investment strategy.
  • Adequate infrastructure and professional manpower.
  • Proper risk management and compliance framework.

Documents Required for AIF Registration

Application Form (Form A).

  • Trust Deed / LLP Agreement / MOA & AOA.
  • Private Placement Memorandum (PPM).
  • Investment Management Agreement.
  • Sponsor and Manager details.
  • KYC documents of key persons.
  • Declaration of fit and proper status.
  • Auditor and valuer details.

AIF Registration Process

AIF Registration Process

Step 1: Fund Structuring

➤ Decide category, structure, and investment strategy.

➤ Draft trust deed and fund documents.

Step 2: Preparation of PPM

➤ Detailed disclosure of investment strategy, risks, fees, governance, and exit.

Step 3: Online Application to SEBI

➤ Filing through SEBI Intermediary Portal.

➤ Submission of Form A and documents.

Step 4: SEBI Review and Clarifications

➤ SEBI may seek additional information or clarifications.

Step 5: Grant of Registration

➤ Issuance of Certificate of Registration upon satisfaction.

Timeline for AIF Registration

  • Typically ranges between 3 to 6 months.
  • Subject to completeness of documentation and SEBI queries.

Post-Registration Compliance

  • Continuous compliance with SEBI AIF Regulations.
  • Periodic reporting to SEBI.
  • Disclosure of material changes.
  • Investor reporting and transparency.
  • Appointment of independent valuers.
  • Maintenance of proper accounts and audits.

Why AIF Registration is Important?

  • Legal authority to raise and manage funds.
  • Investor confidence and credibility.
  • Regulatory clarity on investment limits and strategies.
  • Protection against penalties and enforcement actions.
  • Access to institutional and foreign investors.

Consequences of Non-Registration

  • Prohibition from raising funds.
  • Monetary penalties by SEBI.
  • Refund of monies raised.
  • Regulatory action including blacklisting.

Key Takeaway

AIF Registration is the foundation of operating an Alternative Investment Fund in India. It ensures regulatory discipline, investor protection, and market integrity. Proper registration, coupled with ongoing compliance, is critical for the sustainable and lawful functioning of any alternative investment fund.

Frequently Asked Questions (FAQ)

Yes. Registration with the Securities and Exchange Board of India (SEBI) is compulsory for any entity intending to operate as an Alternative Investment Fund (AIF). No AIF can lawfully raise or manage funds without obtaining prior SEBI approval under the SEBI (AIF) Regulations, 2012.

No. Raising funds or accepting commitments before SEBI registration is strictly prohibited. Any such activity may be treated as an unauthorised collective investment scheme and attract regulatory action.

Category II AIFs are the most commonly registered as they include private equity funds, debt funds, real estate funds, and infrastructure funds, and are not subject to the leverage restrictions applicable to Category I or III.

Trusts are preferred because they provide tax pass-through benefits, operational flexibility, ease of governance, and investor confidence. They also align well with SEBI’s regulatory framework for fund management.

 

Yes. Foreign investors, including NRIs and FPIs, can invest in AIFs, subject to FEMA guidelines, SEBI regulations, and sectoral caps. Compliance with KYC, AML, and reporting requirements is mandatory.

Yes. An AIF must have a minimum corpus of ₹20 crore, while Angel Funds require ₹10 crore. Additionally, each investor must invest a minimum amount as prescribed by SEBI (generally ₹1 crore).

Non-registration may result in penalties, refund of funds to investors, cancellation of operations, blacklisting, and enforcement proceedings by SEBI, including monetary and non-monetary sanctions.

No. AIF registration is entity-specific and non-transferable. Any change in sponsor, manager, or control requires prior SEBI approval and fresh compliance disclosures.

 

No. SEBI only regulates the registration, disclosures, and compliance framework. It does not guarantee returns or protect investors from investment risks.

Yes. An AIF may change its investment strategy with the consent of the required majority of investors and after making appropriate disclosures to SEBI and investors, as per regulatory norms.

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