AIF Registration with SEBI

An Alternative Investment Fund (AIF) is a privately pooled investment vehicle that collects funds from sophisticated investors, whether Indian or foreign, for investing in accordance with a defined investment policy. Under the SEBI (Alternative Investment Funds) Regulations, 2012, every such fund must be registered with the Securities and Exchange Board of India under one of three categories, Category I, II, or III, each reflecting a different investment strategy and risk profile, ranging from venture capital and social impact funds to hedge funds and funds employing complex trading strategies. Fund sponsors and managers looking to raise capital through this route must navigate a detailed registration and ongoing compliance framework designed to protect investor interests while enabling access to alternative asset classes.

Why This Matters

Operating a pooled investment vehicle without SEBI registration, or misclassifying it under the wrong category, exposes sponsors and fund managers to regulatory action, including restrictions on raising further capital and reputational damage that can be difficult to recover from in the fundraising community. Given that AIF regulations prescribe minimum corpus requirements, sponsor commitment thresholds, and continuous reporting obligations, funds that treat registration as a one-time compliance step often fall short of the ongoing disclosure and governance standards that SEBI actively monitors.

How We Help

Category Selection and Structuring

We work with sponsors to determine the most appropriate AIF category based on the intended investment strategy, target investors, and fund tenure, and assist in structuring the fund's trust deed or company documents, contribution agreement, and investment management arrangements accordingly.

SEBI Registration Application

We prepare and file the registration application with SEBI, including the private placement memorandum, sponsor and manager due diligence documentation, and evidence of the minimum corpus and sponsor commitment required for the chosen category.

Ongoing Compliance and Reporting

We support registered AIFs with periodic compliance obligations, including quarterly and annual reporting to SEBI, disclosures to investors, and adherence to investment concentration and leverage norms applicable to the relevant category.

Fund Governance Advisory

We advise fund managers on governance matters such as valuation policies, related party transaction disclosures, and changes in fund terms that require investor consent or regulatory intimation, helping funds maintain credibility with both regulators and investors.

Who Needs This

• Venture capital and private equity fund sponsors
• Fund managers structuring hedge or long-short investment strategies
• Social venture and infrastructure fund sponsors
• Family offices and institutional investors setting up pooled investment vehicles

Our Approach

We combine an understanding of fund structuring with practical knowledge of how SEBI evaluates AIF applications, helping sponsors avoid the common structuring choices that lead to queries or delays during registration. Our support extends beyond the initial license to the full compliance calendar a fund must maintain, giving fund managers the confidence to focus on capital raising and portfolio decisions.

Get in Touch

To discuss how we can support you with AIF registration with SEBI, write to us at info@agarwalurs.com.