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How to Set Up an Alternative Investment Fund (AIF) in India, SEBI Registration, Documents & Compliance (2026)
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If you are planning how to set up an Alternative Investment Fund in India, the process begins and ends with the Securities and Exchange Board of India (SEBI). Every AIF, whether a venture capital fund, a private equity vehicle, or a hedge-fund-style Category III structure, must obtain a Registration Certificate (RC) from SEBI before it can pool capital or make investments. The governing framework is the SEBI (Alternative Investment Funds) Regulations, 2012, and applications are filed exclusively through SEBI’s online SI Portal at siportal. sebi. gov. in.
This article provides a sequential, practitioner-level walkthrough of the entire AIF registration process in 2026, covering eligibility criteria, the Form A filing procedure, required documents, realistic timelines, costs and the regulatory changes that sponsors and fund managers need to account for this year.
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An Alternative Investment Fund is any privately pooled investment vehicle established in India that collects funds from investors, whether Indian or foreign, for investing in accordance with a defined investment policy. SEBI classifies AIFs into three categories: Call Now:- +919999139391
Category I. Funds that invest in start-ups, early-stage ventures, social ventures, SMEs, infrastructure or other sectors that SEBI or the Government of India considers socially or economically desirable. Includes venture capital funds, angel funds, social venture funds and infrastructure funds.
Category II. Funds that do not fall into Category I or III and do not undertake leverage or borrowing except to meet day-to-day operational requirements. Most private equity funds, debt funds and fund-of-funds structures fall here.
Category III. Funds that employ diverse or complex trading strategies and may use leverage, including through investment in listed or unlisted derivatives. Hedge funds and PIPE funds are typical examples.
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The high-level registration sequence is: incorporate the fund vehicle → draft the Private Placement Memorandum (PPM) and constitutional documents → file Form A (First Schedule of the SEBI AIF Regulations) on the SI Portal → respond to SEBI queries → obtain the RC → proceed to first close and capital call.
This guide is written for sponsors, general partners (GPs), fund counsel, CFOs and foreign sponsors evaluating Indian fund formation. It covers every stage from pre-incorporation to post-registration compliance. The minimum fund corpus for an AIF is ₹20 crore (₹10 crore for angel funds), and minimum investor commitments and concentration limits are detailed in the eligibility section below. Get a Call Back aif registration +919999139391
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Sponsor and manager eligibility
The sponsor of an AIF must be a fit and proper person as defined under SEBI’s criteria. The investment manager, which may be the same entity as the sponsor or a separate entity, must have adequate experience, with key personnel possessing relevant professional qualifications and a demonstrable track record in fund management or advisory. SEBI evaluates the background, net worth and credentials of both sponsor and manager as part of the Form A review.
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Under the SEBI (AIF) Regulations, 2012, the minimum corpus of an AIF is ₹20 crore. For angel funds (a sub-category of Category I), the minimum corpus is ₹10 crore. Each investor in a Category I or Category II AIF must commit a minimum of ₹1 crore. For Category III AIFs, the minimum investor commitment is also ₹1 crore. For angel funds, the minimum investment by an angel investor is ₹25 lakh. The AIF must have no more than 1,000 investors in each scheme.
The concentration rule
SEBI imposes investment concentration restrictions to prevent over-exposure. Under these rules, an AIF may not invest more than 25% of its investable funds in a single investee company. Category I and II AIFs are further subject to diversification norms that limit the proportion of any one investor’s capital that may be deployed in a single asset, a framework sometimes referenced as the concentration norm. Sponsors should confirm the exact applicable limits for their chosen category directly against the prevailing SEBI circulars and the AIF Regulations. Call Now:- +919999139391
Foreign sponsor and foreign investor eligibility
Foreign investors may invest in Indian AIFs, subject to the Foreign Exchange Management Act (FEMA) and the consolidated FDI policy administered by the Department for Promotion of Industry and Internal Trade (DPIIT). Foreign portfolio investors (FPIs) registered with SEBI may subscribe to AIF units. Non-resident Indians (NRIs) and other foreign entities may invest through the automatic route or the approval route depending on the sector in which the AIF deploys capital. Where a foreign sponsor controls or manages the AIF, additional RBI/DPIIT notifications on downstream investment and ownership reporting apply. Counsel should be engaged early to confirm FEMA pricing guidelines, sectoral caps and any prior-approval requirements.
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The fund vehicle must be incorporated or registered before the Form A application is filed. For a company or LLP, this involves filing with the Ministry of Corporate Affairs (MCA). For a trust, a trust deed must be executed and, where required, registered under the Indian Registration Act or the relevant state trust legislation. The choice of vehicle affects governance structure, tax treatment and investor liability, a decision best made with qualified counsel.
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The AIF registration process with SEBI follows a defined sequence. The table below summarises the key steps, responsible parties and typical durations, followed by a detailed walkthrough of each stage.
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Step Who does it Typical duration
Incorporate vehicle; draft constitutional docs & PPM Sponsor / GP + corporate counsel 2–4 weeks
Appoint manager, trustee/custodian; set AML/KYC and governance GP + service providers 1–3 weeks (parallel)
Prepare and submit Form A on SEBI SI Portal (attachments + fees) GP / authorised signatory + counsel Portal submission: 1 day; SEBI acceptance: 1–3 business days; substantive review: 30–60 days (typical)
Respond to SEBI queries; obtain Registration Certificate (RC) GP + counsel 2–8 weeks after queries (varies)
First close, investor subscriptions and post-registration compliance GP + fund admin 2–6 weeks to first close; ongoing compliance thereafter
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Trust structure: execute and register the Trust Deed; appoint the trustee and the investment manager.
Company structure: incorporate through MCA; file the Memorandum of Association (MoA) and Articles of Association (AoA).
LLP structure: register through MCA; file the LLP Agreement.
Simultaneously, the GP drafts the Private Placement Memorandum (PPM), which must disclose the investment strategy, target sectors, fee structure (management fee and carried interest), risk factors, key personnel, conflict-of-interest policy and terms of the fund. The PPM is a mandatory attachment to the Form A application. This stage also involves an initial tax-structure review to determine whether a pass-through or non-pass-through treatment is optimal for the chosen category and investor base.
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Step 2: Appoint fund service providers and establish governance
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Appoint the investment manager (or confirm the sponsor entity as manager) and designate a compliance officer.
Appoint a custodian registered with SEBI (mandatory for Category III AIFs and for Category I/II AIFs with a corpus above ₹500 crore; optional but recommended for others).
For trust-structured AIFs, confirm the trustee and execute the trusteeship agreement.
Draft and adopt the fund’s AML/KYC policy, including FATCA and CRS self-certification templates for investors.
Prepare the investment management agreement, subscription agreement and contribution agreement templates.
These tasks can run in parallel with Step 1. The compliance officer must be identified by name in the Form A application.
Typical duration: 1–3 weeks (concurrent with Step 1). Responsible party: GP + admin service provider + counsel.
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Step 3: File Form A on the SEBI SI Portal
The application for AIF registration is made in Form A, prescribed under the First Schedule of the SEBI (AIF) Regulations, 2012. Since SEBI’s transition to online filing, all applications are submitted through the SI Portal (siportal.sebi.gov.in). The procedural steps are:
Create an account on the SI Portal. Register the applicant entity with valid corporate credentials (PAN, email, authorised signatory details).
Complete Form A online. Populate all required fields: fund name, category and sub-category, sponsor and manager details, proposed investment strategy, compliance officer details, proposed custodian, fee structure and fund tenure.
Upload mandatory attachments. These include the PPM, Trust Deed (or MoA/AoA/LLP Agreement), board or trustee resolution, sponsor/manager KYC documents, net-worth certificates, AML/KYC policy, management agreement, proposed investor list and the fit-and-proper declarations. The full list is set out in the required documents section below.
Pay the application fee. The SEBI application fee is payable online through the SI Portal at the time of submission. Retain the payment receipt, it must be attached as part of the application record.
Submit and obtain acknowledgement. On submission, the SI Portal generates an acknowledgement number. SEBI typically confirms initial acceptance (or flags deficiencies) within 1–3 business days.
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Once SEBI is satisfied, it issues the Registration Certificate (RC). The RC specifies the AIF’s registered name, category, sub-category and SEBI registration number. No AIF may accept commitments or deploy capital until the RC has been granted.
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Typical duration: 2–6 weeks to first close; compliance obligations are ongoing thereafter. Responsible party: GP + fund admin + compliance officer.
Required Documents and Information for AIF Registration
The documents listed below must be prepared and uploaded as part of the Form A application on the SI Portal. The table distinguishes between documents required at the time of initial filing and those that may be finalised before the RC is issued or before the first close.
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