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Hello everyone,

I’m starting this thread to discuss https://www.corpzo.com/aif-registration under the SEBI (Alternative Investment Funds) Regulations, 2012. An AIF is a privately pooled investment vehicle that collects funds from investors for investing according to a defined investment policy. Entities establishing an AIF in India generally need to obtain registration from SEBI before accepting investments.
AIF Categories

SEBI permits registration under three broad categories:
Category Typical Funds Main Features
Category I Venture capital funds, angel funds, SME funds, social venture funds, infrastructure funds Positive economic spillover; generally close-ended and non-leveraged.
Category II Private equity funds, debt funds, fund of funds No specific SEBI/government incentives; generally close-ended and cannot leverage except for permitted day-to-day operational requirements.
Category III Hedge funds and other funds using complex/short-term trading strategies May be open- or close-ended and may use leverage, subject to SEBI conditions.
Important Eligibility Conditions

The minimum investment from an investor is generally INR 1 crore.

The AIF must have a minimum corpus of INR 20 crore.

A fund or scheme cannot have more than 1,000 investors.

Category I and II AIFs are generally close-ended with a minimum tenure of 3 years; Category III AIFs may be open- or close-ended.

The sponsor/manager must maintain a continuing interest: generally 2.5% of the corpus or INR 5 crore, whichever is lower, for Category I and II; for Category III, 5% or INR 10 crore, whichever is lower.

The key investment team of the Manager must have at least one key personnel with the relevant SEBI-specified certification.

Registration Process

Decide the appropriate AIF category and structure the fund, sponsor, manager, and investment strategy.

Prepare the application in Form A under the AIF Regulations, along with supporting documents.

File the application online through SEBI’s Intermediary Portal (SI Portal).

Pay the non-refundable application fee of INR 1,00,000 plus 18% GST through the online mode available on the SI Portal.

Respond to SEBI queries or clarification requests during examination.

After approval, pay the applicable registration fee and obtain the certificate of registration in Form B.

Government Fees

The application fee is INR 1,00,000. After SEBI approval, registration fees are:

Category I AIF (other than Angel Fund): INR 5,00,000

Category II AIF: INR 10,00,000

Category III AIF: INR 15,00,000

Angel Fund: INR 2,00,000

Scheme fee: INR 1,00,000

Documents Commonly Required

Form A application, duly signed and stamped

Memorandum and Articles of Association / trust deed / LLP agreement, as applicable

Details of sponsor, manager, and key investment team

Investment strategy, target corpus, and proposed fund structure

Compliance and risk-management framework

Declaration regarding eligibility under the AIF Regulations

Proof of payment of the application fee

The exact documentation can vary based on whether the AIF is structured as a trust, LLP, or company, and on the chosen category.
Discussion Points

Which AIF category is most suitable for a new private equity, venture capital, or debt fund?

What practical challenges have members faced during SEBI registration?

How should sponsors structure their continuing interest requirement?

What are the key compliance obligations after registration?

Would appreciate insights from professionals who have recently completed AIF registration or handled SEBI filings.

Disclaimer: This post is for general discussion only and does not constitute legal, tax, or investment advice. Please verify the latest SEBI regulations, circulars, and fees before filing.
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