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SEBI Regulated · Alternative Investment Funds

Alternative Investment Fund
(AIF) Registration in India

JurisTatva guides fund sponsors, managers and investors through Category I, II and III AIF registration under the SEBI (Alternative Investment Funds) Regulations, 2012 — from fund structuring and Placement Memorandum drafting to Form A filing, SEBI liaison and post-registration compliance.

✦ Category I, II & III AIF ✦ SEBI Form A Filing ✦ PPM & Fund Structuring ✦ FEMA Advisory
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AIF Categories We Register — I, II & III
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SEBI's Response Window on Form A
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Minimum Corpus We Help You Structure (₹)
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Days: Fund Structuring to SEBI Certificate
AIF Registration SEBI Compliance Category I AIF Category II AIF Category III AIF Fund Structuring Placement Memorandum SEBI Form A FEMA Advisory Post-Registration Compliance AIF Registration SEBI Compliance Category I AIF Category II AIF Category III AIF Fund Structuring Placement Memorandum SEBI Form A FEMA Advisory Post-Registration Compliance
Overview

What is an Alternative Investment Fund?

An Alternative Investment Fund (AIF) is a privately pooled investment vehicle, set up as a trust, LLP, company or body corporate, that collects capital from high-net-worth individuals, institutional investors and corporates to invest in non-traditional asset classes. It operates under the SEBI (Alternative Investment Funds) Regulations, 2012.

Unlike mutual funds or listed instruments, AIFs deploy capital into hedge strategies, venture capital, start-ups, pre-IPO and post-IPO opportunities, private equity and real estate — asset classes that need a regulated, transparent structure to protect both sponsors and investors, domestic and foreign.

JurisTatva acts as your dedicated compliance partner for the entire AIF journey — fund classification, entity constitution, Placement Memorandum preparation, SEBI application management and ongoing regulatory representation, delivered with precision and professional integrity.

AIF at a Glance
Governed by SEBI (AIF) Regulations, 2012
SEBI
Structured as Trust, LLP, Company or Body Corporate
4 Forms
Minimum fund corpus required
₹20 Cr
Registration categories available
I · II · III
SEBI's response window on Form A
21 Days
Typical registration timeline
90–180 Days
SEBI Categories

Three Types of AIF Registration

Choose the category that fits your investment strategy, risk profile and fund objectives — we help you decide and structure it correctly the first time.

IStartups & SMEs
Category I AIF
Invests in start-ups, early-stage ventures, social ventures, SMEs and infrastructure — sectors the government considers socially or economically desirable.
Minimum Corpus₹20 Cr
Angel FundsVenture CapitalSME FundsInfrastructure
IIMost Popular
Category II AIF
Private equity, debt funds and fund-of-funds structures. Not eligible to borrow or use leverage, except for short-term borrowings to meet day-to-day operational needs.
Minimum Corpus₹20 Cr
Private EquityDebt FundsReal EstateFund of Funds
IIIHigh Returns
Category III AIF
Employs complex, diverse trading strategies for short-term returns. Can invest in listed and unlisted securities and use leverage — designed for experienced HNI investors.
Minimum Corpus₹20 Cr
Hedge FundsOpen-EndedPIPE
Why JurisTatva

India's Most Trusted AIF Consultant

A structured, transparent approach to SEBI registration — built on regulatory precision, legal rigour and hands-on fund-manager experience.

Strategic Fund Consultation
Guidance on the right fund model, legal structure and asset class selection, aligned to your investment objectives and investor profile.
Risk Framework Design
Investor-protection mechanisms, governance protocols and compliance guidelines built into the fund structure from day one.
Legal Validation
Fund structure, Placement Memorandum and investor terms are vetted by experienced lawyers and chartered accountants before filing.
Post-Registration Support
Ongoing compliance support, periodic SEBI reporting assistance and regulatory-update guidance long after the certificate is issued.
Due Diligence Check
Streamlined documentation review that expedites SEBI approval and reduces the risk of queries or rejection.
Global Investor Onboarding
Customised support for onboarding accredited international investors into Indian AIF structures, in line with FEMA norms.
Scope of Work

AIF Registration & Compliance Scope

Everything needed from the first structuring conversation to the day SEBI issues your Certificate of Registration.

01
Fund Classification Advisory
We assess your investment strategy, target investors and asset classes to recommend the correct AIF Category — I, II or III — before a single document is drafted.
Category SelectionStrategy Mapping
02
Entity Constitution & Drafting
Trust Deed, LLP Agreement or MoA/AoA drafted to match your chosen structure, governance model and investor commitments.
Trust DeedLLP AgreementMoA & AoA
03
PPM Preparation & Review
A comprehensive Placement Memorandum covering fund objectives, risk factors, tenure, fee structure and investment strategy, built to satisfy SEBI's disclosure standards.
Placement MemorandumRisk Disclosures
04
Application Management
End-to-end preparation and filing of SEBI Form A, with all declarations, undertakings and application fees accurately compiled.
Form AFee Computation
05
Operating Guidelines Setup
Internal investment committee protocols, valuation policy, reporting cadence and conflict-of-interest safeguards, tailored to your fund's category.
Investment PolicyValuation Norms
06
Regulatory Representation
Direct liaison with SEBI on your behalf — responding to queries within 24 hours and representing your fund through to final certificate issuance.
SEBI LiaisonQuery Resolution
Our Process

SEBI AIF Registration in 5 Stages

A complete, transparent path from fund structuring to the Certificate of Registration — typically 90 to 180 days, with SEBI responding within 21 working days of Form A submission.

1
Stage 1 · Weeks 1–4
Structure the Fund & Identify Category
We select the right legal structure — trust, LLP or company — and the suitable AIF Category (I, II or III) based on your investment goals, target investor profile and SEBI requirements.
Structure SelectionCategory MappingInvestor Profile Review
2
Stage 2 · Weeks 5–6
Draft Legal Documents & Placement Memorandum
We prepare the Trust Deed or LLP Agreement and a comprehensive Placement Memorandum covering the fund's objectives, risk factors, tenure and investment strategy for SEBI review.
Trust Deed / LLP AgreementPlacement Memorandum
3
Stage 3 · Week 7 · Critical Step
File SEBI Form A
The defining filing of the process — Form A, submitted with all required documents, declarations and application fees. Our pre-reviewed approach ensures accuracy and completeness to prevent unnecessary delays.
Form ADeclarationsApplication Fees
4
Stage 4 · Weeks 8–13
SEBI Review & Query Resolution
SEBI reviews the application within 21 working days. If queries arise, our consultants prepare legally accurate, prompt responses to keep the process on schedule.
21-Day ReviewQuery HandlingSEBI Liaison
5
Stage 5 · Weeks 14–15
Receive Certificate of Registration ✓
Once SEBI is satisfied, it issues the Certificate of Registration — formally allowing your fund to launch schemes, raise capital and commence investment operations in India.
Certificate of RegistrationFund Launch Ready
Document Checklist

Documents Required for AIF Registration

Our team drafts most of the paperwork. Share the base information and we prepare the rest for SEBI filing.

Entity Documents
Certificate of Incorporation
Confirms the legal validity of the sponsoring entity
Partnership Deed (LLP)
Registered under the LLP Act, 2008, where applicable
Trust Deed
Registered under the Indian Trusts Act, 1882, where applicable
Memorandum of Association
Scope and objectives of the sponsoring organisation
Articles of Association
Governance rules and management protocols
Fund Documents
Placement Memorandum
Objectives, risks, strategy, fees and tenure (we draft)
Registered Office Address
Valid address for SEBI communication
Expansion Plan Details
Fund growth strategy documentation
Investment Strategy Note
Category-specific strategy and target asset classes
Fee & Corpus Schedule
Minimum corpus commitment and fee structure (we draft)
Sponsor & Manager Documents
Director / Partner Information
Details of all directors, partners or trustees
Net Worth Proof
Sponsor and manager net-worth evidence, per SEBI norms
PAN & KYC Documents
Identity and address proof of key personnel
Track Record / Experience Proof
Fund management or relevant sector experience, where required
Declarations & Undertakings
Form A declarations (we draft and arrange signatures)
Latest — May 2025

RBI & SEBI Regulatory Updates

RBI's May 2025 draft directions reshape how banks and NBFCs can invest in AIFs — here's what fund managers and regulated entities need to know.

10%
Individual Cap
Individual Exposure Cap
Each regulated entity — bank or NBFC — may invest up to 10% of an AIF scheme's total corpus, reducing concentration risk and encouraging diversified participation.
15%
Collective Limit
Collective Exposure Limit
All regulated entities together cannot invest more than 15% in a single AIF scheme — preventing heavy dependency and improving portfolio-wide risk distribution.
5%
Exemption
Investment Exemption Rule
Regulated entities whose investment is below 5% of the AIF corpus are exempt from provisioning rules, encouraging first-time or limited participation.
100%
Provisioning
Provisioning for Debt Exposure
If a bank or NBFC invests more than 5% in an AIF that has lent to a company already indebted to it, 100% provisioning is required as a safety buffer.
Special Exemptions
Strategic AIF Exemptions
AIFs aligned with national priorities — ESG, infrastructure or defence — may receive special exemptions from standard investment rules, subject to RBI and Government approval.
Grandfathering
Protection for Existing Investments
The new rules apply only to future investments. AIF investments made by banks or NBFCs before these guidelines remain unaffected, ensuring a smooth transition.

Ready to Register Your Alternative Investment Fund?

Speak with our SEBI-focused AIF experts and get personalised guidance for your fund structure — free consultation, zero obligation.

FAQs

Frequently Asked Questions

Everything you need to know about Alternative Investment Fund registration — answered by our SEBI experts.

AIF Registration is the process of obtaining SEBI's approval to operate as an Alternative Investment Fund — a privately pooled investment vehicle that raises capital from investors and deploys it into alternative assets such as private equity, venture capital, hedge strategies, start-ups and real estate.

The complete journey, from fund structuring to the Certificate of Registration, typically takes 90 to 180 days. SEBI responds to a Form A filing within 21 working days, and a well-prepared application keeps delays to a minimum.

The minimum corpus for Category I, II and III AIFs is ₹20 crore. Angel Funds under Category I need ₹10 crore, funds set up for Accredited Investors need ₹10 crore, individual angel investors need a ₹2 crore net worth, and corporate angel investors need a ₹10 crore net worth.

AIFs are regulated by the Securities and Exchange Board of India (SEBI) under the SEBI (Alternative Investment Funds) Regulations, 2012, which govern registration, investor protection and operational compliance across all three categories.

Family trusts, ESOP or employee-welfare trusts, holding companies, SPVs not set up by a fund manager, securitisation trusts under the SARFAESI Act, and pooled vehicles already regulated by a regulator other than SEBI are not eligible for AIF registration.

In May 2025, RBI released draft directions introducing a 10% individual exposure cap, a 15% collective limit, a 5% exemption from provisioning, 100% provisioning for debt-linked exposure above that threshold, exemptions for strategic AIFs (ESG, infrastructure, defence), and grandfathering of investments made before the new rules.

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