Setting up an Alternative Investment Fund (AIF) in India can be a strategic move for fund managers, HNIs, and institutions seeking a flexible investment vehicle. But before you begin raising funds or launching operations, SEBI AIF registration is mandatory.
Getting an AIF license from SEBI isn’t just about filling out a form — it's about demonstrating a robust fund structure, legal clarity, and regulatory compliance. Whether you're forming a trust, company, or LLP, your documentation must be airtight.
This article outlines a complete and practical document checklist required for SEBI AIF registration, along with important considerations to make your application smooth and compliant.
Understanding the Basics of SEBI AIF Registration
Before diving into the checklist, it’s essential to understand that SEBI (Securities and Exchange Board of India) regulates all AIFs under the SEBI (Alternative Investment Funds) Regulations, 2012.
The three categories of AIFs include:
Category I: Social ventures, infrastructure funds, SME funds, etc.
Category II: Private equity, debt funds, etc.
Category III: Hedge funds, long-short strategies, etc.
The structure of your AIF — whether it's a trust, company, or LLP — will determine some of the documents you need. But regardless of form, SEBI expects clarity, compliance, and transparency in all aspects of fund formation.
Core Document Checklist for AIF Registration
Here’s a detailed breakdown of the documents typically required to apply for an AIF license from SEBI:
1. Constitutional Documents
The base legal identity of your fund must be clearly defined and registered.
Trust Deed (if the AIF is formed as a trust)
Must be irrevocable and registered under the Indian Trusts Act. It should authorize the trustee to carry out AIF activities.
Memorandum and Articles of Association (MoA & AoA) (for company structures)
The objectives clause must explicitly mention AIF activity.
Limited Liability Partnership Agreement (LLP Agreement) (for LLP-based AIFs)
Should state that the LLP is established to carry on AIF business in compliance with SEBI regulations.
2. Placement Memorandum (PPM)
This is a cornerstone of the registration process. SEBI now requires a template-based PPM that provides detailed information about the fund’s strategy, structure, governance, fees, risks, valuation policy, and exit strategy.
The PPM must be in the prescribed format depending on the AIF category.
For Category III AIFs, additional disclosures around leverage and risk management are mandatory.
It should be signed and certified by a SEBI-registered merchant banker or legal advisor.
3. Investment Management Agreement (IMA)
This agreement outlines the terms between the AIF and its Investment Manager, including:
Roles and responsibilities
Fee structure
Duration and termination clauses
Conflicts of interest policy
In some cases, this may be embedded in the PPM.
4. Trustee Agreement (if applicable)
In the case of trust-based AIFs, the fund’s trustee must be either a SEBI-registered entity or a company meeting specific financial and governance criteria.
The agreement must define the trustee’s fiduciary responsibilities.
A board resolution and declaration of no conflict of interest may also be required.
5. Sponsor & Manager Information
SEBI requires full transparency about the individuals or entities behind the fund.
Profile and background of the Sponsor(s) and Manager(s)
Net worth certificate of the Sponsor (minimum ₹10 crore net worth is recommended)
Audited financials of the sponsor or manager
Legal structure and shareholding patterns
6. SEBI Application Forms
You will need to submit:
Form A: Application form for AIF registration
Form 1 – Details of the fund and its structure
Cover letter with business rationale and fund strategy
Declarations as per SEBI guidelines
These forms must be submitted physically along with the application fee, and certain declarations (such as no ongoing regulatory action) are compulsory.
7. Regulatory and Internal Policies
You must show that your AIF has strong internal governance.
Anti-money laundering (AML) policy
Compliance manual
Valuation policy
Risk management framework
Code of conduct for key personnel
8. Board Resolutions and Declarations
Depending on the structure, you may also need:
Board resolution authorizing SEBI AIF registration
Declaration of compliance with SEBI (AIF) Regulations
Undertaking that no existing SEBI ban or litigation affects the Sponsor, Trustee, or Manager
Also Read: Challenges Faced During Recovery of Shares from IEPF
Additional Considerations
Category-specific requirements: Category III funds must submit additional disclosures related to derivatives, leverage limits, and trading strategies.
Physical submission: SEBI still requires a physical submission of the full application set, including signed documents, along with soft copies.
Merchant banker certification: Certain key documents like the PPM must be certified by a SEBI-registered merchant banker, ensuring accuracy and completeness.
Tips for a Smooth AIF Registration
Get legal support early: Drafting the trust deed, PPM, and agreements with SEBI requirements in mind will save you from delays.
Use SEBI templates: Especially for the PPM, using SEBI’s prescribed format will minimize back-and-forth.
Stay transparent: Full disclosure around your fund structure, fees, strategy, and management is not just recommended — it’s expected.
Appoint experienced service providers: SEBI prefers working with applicants backed by credible trustees, legal advisors, and fund administrators.
Final Thoughts
Navigating the SEBI AIF registration process is not just about ticking boxes — it’s about establishing a credible, compliant investment vehicle that regulators and investors can trust.
From your trust deed or MoA to the PPM, agreements, and internal policies, each document plays a role in communicating the integrity and viability of your fund. Taking the time to build this solid foundation doesn’t just help you obtain your AIF license — it sets the tone for long-term success.
If you're ready to register a Category I, II, or III AIF, start with this checklist, and get expert legal and financial guidance to ensure everything is in place the first time around.
Also Read: What are the Documents Required for NBFC Registration?
FAQs
1. How long does SEBI AIF registration take?
On average, SEBI takes 4–8 weeks to process the application, provided all documents are in order.
2. Is a trust structure mandatory for AIFs?
No. AIFs can be structured as a trust, company, or LLP — though trusts are the most common.
3. What is the minimum corpus for AIFs?
Each scheme of an AIF must have a minimum corpus of ₹20 crore. For angel funds, it's ₹10 crore.
4. Who certifies the PPM?
A SEBI-registered merchant banker or legal professional must certify that the PPM complies with SEBI’s format and disclosures.