Alternative Investment Fund Registration - An Overview

Aspect Details
What is Alternative Investment Fund Registration? Alternative Investment Fund (AIF) registration is the official process of obtaining SEBI’s approval, which allows private pooled investment vehicles to operate legally under its strict regulatory guidelines.
Benefits

Benefits of AIF registration by SEBI include the following:

  • Regulatory Recognition
  • Access to High-Net-Worth Investors
  • Participation in India's Growth Economy
  • Global Capital Attraction
  • Long-Term Wealth Creation
Types

Types of SEBI AIF registration include the following: 

  • Category I AIF
  • Category II AIF
  • Category III AIF
Who is eligible for AIF License?

The following are eligible for AIF license:

Documents required

Various documents are required for Alternative Investment Fund license, some of which include the following:

  • Certificate of Incorporation or Registration - To confirm its validity
  • Detailed Information - Of all concerned directors and shareholders
  • Placement Memorandum - Copy to be submitted by the applicants
  • Memorandum of Association – MoA of the applicants
  • Articles of Association – AoA of the applicants
How can Enterslice help you with Alternative Investment Fund Registration?

As your consultant, Enterslice can help you with the following:

  • We offer strategic consultation on the right fund model and asset classes
  • We guide on risk framework design & investor protection mechanisms
  • We assist you in drafting the investment policy & governance protocols for your fund
  • We offer customized support at the time of onboarding accredited investors
  • We facilitate a streamlined due diligence documentation check to expedite the SEBI approval

Tap into India’s $4 Trillion Economy with AIF Registration

Enterslice, the most trusted AIF registration advisory firm backed by a healthy network of top financial professionals, helps you leverage high-growth investment opportunities.

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Understanding Alternative Investment Fund Registration in India 

Are you an investor who is keen to register an Alternative Investment Fund in India? Enterslice is a trusted Alternative Investment Fund registration consultant and can help you do that. But before that, it is important for you to understand what an AIF is and why Alternative Investment Fund Registration is mandatory in India. AIF is defined under Regulation 2(1)(b) of the SEBI (Alternative Investment Funds) Regulations, 2012 ("Regulations").

According to the SEBI regulations, this fund is created by High-Net-Worth Individuals (HNIs), institutional investors, or corporates as a legal business structure - trust, company, body corporate or Limited Liability Partnership (LLP). As a privately pooled investment vehicle, it collects funds from Indian and foreign investors. These funds are invested in alternative assets like hedge funds, venture capital, startups, pre-IPOs and post-IPO investments, and real estate. AIFs do not invest in traditional assets like stocks and bonds, and help investors diversify their portfolios.

AIF investment yields high returns, and as an investor, you must know where to invest and what is included and excluded in AIF. Funds governed by the SEBI (Collective Investment Schemes) Regulations, 1999, the SEBI (Mutual Funds) Regulations, 1996, or any other SEBI regulations governing fund management are excluded. Depending on your investment and goals, you can choose from one of the available categories - I, II or III. AIFs are regulated by SEBI, and you must register your fund with the statutory body to facilitate legal operations in India.

Access to Rs 20,000 Crore+ of Institutional Investments

Ability to Raise Capital from 1000+ Qualified Investors’

Potential to Achieve Annual Returns of 15% to 30%

Minimum Threshold of Rs 1 Crore for Investors

Expand Fund Size from Rs 20 Crore to Rs 2000 Crore

Well-positioned to Tap Global Capital

Types of AIF Registration by SEBI

There are three main types of AIF registration by SEBI in India. However, each type depends on different factors such as investment strategy, risk profile, and regulatory incentives outlined by the statutory regulatory body. Enterslice, a trusted Alternative Investment Fund registration consulting agency, can match you with the best-suited category for your requirements from the types listed below:

Category I AIF

Category I AIF

Category I AIF is an ideal Alternative Investment Fund registration that actively invests in start-ups, early-stage ventures, social ventures, SMEs, infrastructure, or sectors considered socially or economically desirable. Investors in this category include Angel Funds, Venture Capital Funds, SME funds, social venture funds, and infrastructure funds. Known for investing in start-ups, Category I AIF builds dreams of budding entrepreneurs by investing in their ventures. However, it is important to note that Angel Funds are not eligible to trade or offer their investment units (shares) for public purchase or sale through stock markets such as the NSE or BSE.

Minimum Corpus Required

The minimum corpus required for a Category I AIF is ₹20 crore. However, Angel Funds under this category must fulfil the minimum corpus requirement of ₹10 crore, in accordance with SEBI regulations.

Category II AIF

Category II AIF

Funds that do not fit in Category I or III are included in Category II. These include private equity funds, debt funds, or fund of funds. However, these funds are not eligible to borrow money or use debt-based strategies to boost returns, unlike hedge funds. However, these funds are qualified to leverage short-term borrowings, which must, in turn, be strictly used to meet day-to-day operational needs, such as paying expenses or settling transactions.

Minimum Corpus Required

The minimum corpus required for Category II Alternative Investment Fund is ₹20 crore. However, if Accredited Investors set up the AIF, the minimum corpus fund required amounts to ₹10 crore.

Category III AIF

Category III AIF

Category III Alternative Investment Fund includes funds that employ diverse or complex trading strategies, such as private investments in public equity. These funds aim to generate short-term profits through sophisticated trading strategies. These funds can invest in listed or unlisted securities and utilise borrowed money to generate returns. It is one of the significant types of AIF registration by SEBI.

Open-ended and hedge funds fall under Category II AIFs. However, unlike Category I and II AIFs, Category II AIFs can trade legally, which involves higher risks. These funds are regulated by SEBI to safeguard investor interests due to factors, such as their high-risk and high-return nature. These funds are suitable for experienced and high-net-worth (HNI) investors.

Minimum Corpus Required

The minimum corpus required for a Category III Alternative Investment Fund (AIF) is ₹20 crore. However, for funds set up entirely by Accredited Investors, the minimum corpus requirement is lowered to ₹10 crore

Step-by-Step Procedure for SEBI AIF Registration

SEBI AIF registration is a complex and stepwise process. As a part of the procedure, investors need to structure funds, complete paperwork, and meet eligibility requirements. It can become overwhelming for you to manage the exhaustive steps on your own. But our experienced Alternative Investment Fund registration consultants can guide you in meeting SEBI compliance norms, which officially permits you to launch your investment vehicle.

Structure the Fund and Identify Category

As the first step in Alternative Investment Fund registration, we help you choose the right business structure for your fund from a trust, LLP, or company. We further guide you in selecting the suitable category (I, II, or III) for the fund based on investment goals and regulatory compliance.

Drafting Legal Documents & Placement Memorandum

We assist you in preparing key legal documents, including the Trust Deed or LLP Agreement for your AIF license. We also draft a detailed Placement Memorandum outlining the AIF's objectives, risk factors, and other strategies.

File SEBI Form A

We guide you in submitting Form A along with relevant documents, declarations, and fees to initiate Alternative Investment Fund registration by SEBI. Our experts guide you in filing an accurate application to ensure timely approvals for your fund.

SEBI Review & Clarification

Our Alternative Investment Fund registration consultants help you submit additional information or clarifications to SEBI, if asked to do so. We ensure your response is quick, legally accurate and includes regulatory disclosures to avoid unnecessary delays.

Obtain Certificate of Registration

Once we help you complete all the SEBI AIF registration requirements, the statutory body evaluates your application. If satisfied, SEBI issues a certificate of registration, which formally and legally allows your fund to launch schemes, raise funds and commence investment operations in India.

How Much Time It Takes to Get an AIF License?

The AIF license procedure is long and exhaustive. It takes between 90 and 180 days to complete the end-to-end process. However, if the documents submitted are incomplete or SEBI's response time is delayed, it may take longer. SEBI usually responds within 21 working days of the application submission. We are trusted by our clients to ensure timely approvals.

Fund Structuring: 2 to 4 Weeks

We can help you decide quickly on choosing an ideal legal structure for your fund, from a trust, LLP, or company. We also ensure that you finalize your AIF Category (I, II, or III) along with a governance model, investors' rights, and fund strategy. It takes 2 to 4 weeks to complete this step.

Documentation: 1 to 2 Weeks

We assist you in drafting and evaluating the key legal documents of your AIF, including the Trust Deed or LLP Agreement and Placement Memorandum that define the fund's objectives, compliance framework, and risk disclosures, which takes 1 to 2 weeks to complete.

Filing Form A with SEBI: 1 Week

Submitting SEBI Form A along with all the relevant annexures, declarations, and application fees is one of the most significant steps in the Alternative Investment Fund registration process. We ensure the accuracy of your Form A to avoid undue delays in your Alternative Investment Fund registration process. It takes about 1 week to complete this step.

SEBI Review & Clarification: 3 to 6 Weeks

Once we help you complete the steps for the AIF license and submit the application, SEBI takes around 21 working days to respond. However, if the regulator raises any queries or mandates revisions, we will assist you in responding appropriately and promptly to avoid delays in the registration. However, this stage is most comprehensive and takes between 3 and 6 weeks to complete.

Grant of Registration Certificate: 1 to 2 Weeks

Once the SEBI evaluates the submitted responses to its queries and revisions and is satisfied with all submissions, it proceeds to issue the Certificate of Registration, which formally allows your fund to raise capital and start operations legally in India. It takes 1 to 2 weeks to obtain the Certificate of Registration.

Documents Needed for Alternative Investment Fund Registration

Various documents need to be submitted along with the application form for the Alternative Investment Fund registration, including:

Certificate of Incorporation or Registration - To confirm its validity

Partnership Deed - Registered under the Limited Liability Partnership Act, 2008

Trust Deed - For registrations by a society or trust under the Trusts Act, 1882

Detailed Information - Of all concerned directors and shareholders

Placement Memorandum - Copy to be submitted by the applicants

Contact Details - And other details of the applicants

Expansion Plan Details - And other critical business information

Address Details - Registered Office of the applicant entity

Memorandum of Association – MoA of the applicants

Articles of Association – AoA of the applicants

Who can Register for Alternative Investment Fund License?

If you operate a registered business as a company, Limited Liability Partnership (LLP), trust, or body corporate, you are eligible to apply for an Alternative Investment Fund license in India. Dated May 19, 2025, the Reserve Bank of India released its latest draft notification.

This draft represents the guidelines for regulated entities (REs) like banks and non-banking financial companies (NBFC) to invest in Alternative Investment Funds. However, applicant businesses must be incorporated in India and fulfil all the eligibility requirements outlined by SEBI under the SEBI (AIF) Regulations, 2012.

The process of securing an AIF license is complex and tiresome. However, as an experienced consultant, Enterslice can streamline and simplify it for you. Our AIF consultants have the expertise to expedite the process and appoint a sponsor and an investment manager, in accordance with SEBI’s fit-and-proper criteria. We also help you outline an investment strategy suited to your business needs. We guide you on maintaining the minimum corpus amount and the required net worth to operate your fund effectively.

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Key Benefits of Alternative Investment Fund Registration

It is mandatory for all AIFs to register with SEBI. Alternative Investment Fund registration is the regulatory compliance to operate legally and raise capital from investors in India. AIFs not only give fund managers and investors the opportunity to invest but also yield various benefits. Besides giving access to high-growth prospects in a transparent and compliance framework, key benefits of AIF registration by SEBI include:

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Regulatory Recognition

Alternative Investment Fund registration by SEBI plays an important role in granting formal recognition to the fund. Funds that are legally recognised by the statutory body are trusted by investors. Registered funds can operate legally within a defined regulatory framework with clear compliance and governance standards.

Investor Trust & Transparency

SEBI AIF registration mandates that the registered funds follow all the disclosure guidelines and adhere to reporting and risk management compliance. Since the registered Alternative Investment Funds conform to the policies outlined by SEBI, they are transparent, which helps them build long-term trust with high-net-worth and corporate investors.

Access to High-Net-Worth Investors

AIF license authorises the funds to legally raise capital from high-net-worth and approved investors. AIFs can make use of this structured platform to combine a large amount from different investors into one fund, to make further investments in private equity, real estate, or venture capital.

Operational Flexibility

One of the key advantages of an Alternative Investment Fund license is that it gives AIFs operational flexibility. The AIFs have the freedom to decide fund structuring, prepare investment strategy, and outline management roles. This flexibility encourages the fund sponsors to design schemes that align with investor goals and market opportunities.

Participation in India's Growth Economy

One of the most significant advantages of AIF registration by SEBI is that these funds contribute actively to India's economy and play a positive role in its growth. Alternative Investment Funds (AIFs) are suitable for investing in high-growth sectors, such as fintech, startups and infrastructure to yield profitable returns. AIFs work within the strategic and regulatory framework of SEBI, which allows them to tap into India's dynamic industries.

Diverse Investment Avenues

Alternative Investment Fund registration allows the AIFs to diversify into alternative investments, including hedge funds, venture capital, private debt, real estate and structured products. Since these funds invest in non-traditional assets, they diversify the investors' portfolio beyond stocks and bonds, reducing the monetary risks.

Global Capital Attraction

Alternative Investment Fund Registration is an official approval from the statutory body to operate legally in India. However, it also opens investment opportunities for these funds from global investors. SEBI approval serves as a mark of credibility and governance standards aligned with global expectations, making it easy for them to attract private capital investments from global players.

Long-Term Wealth Creation

Alternative Investment Funds are designed to create long-term wealth. The AIFs build wealth through high-yield, non-conventional investments. If you are an investor who is exploring growth, diversification, and higher return opportunities over traditional portfolios to create wealth, then Alternative Investment Fund registration is ideal for you.

Prerequisites for AIF Registration by SEBI

  • Business Structure :- As a trusted consultant, Enterslice can help you choose the best business setup. Once you have decided on your investment strategy and AIF category - Category I, II, or III, you can proceed with AIF registration as a trust, company, LLP, or body corporate.
  • Sponsorship & Management :- Alternative Investment Fund registration mandates you to appoint a sponsor and investment manager. While the sponsor's role is to endorse the fund, the investment manager governs its operations as per SEBI's fit-and-proper criteria.
  • Constitutional Documents :- As a trusted industry name in SEBI AIF registration, we assist you in compiling documents, such as the Trust Deed, LLP Agreement, or Memorandum of Association, based on your business structure. These documents are important as they outline the investment strategy, governance, and objectives of the fund.
  • Net Worth Requirements :- Depending on the type of AIF license, sponsors or investment managers must fulfil the net worth requirements as per SEBI guidelines. Minimum corpus for Category I and II AIFs is ₹10 crore, and for Category III, it is ₹20 crore. However, Angel Funds mandate ₹2 crore for individual investors and ₹10 crore for corporate investors.
  • Placement Memorandum :- Drafting a detailed Placement Memorandum is a must for Alternative Investment Fund Registration. It describes the fund's objectives, risk factors, tenure, fees, and investment strategy and is reviewed by SEBI.
  • Key Executives and Personnel :- SEBI AIF registration requires onboarding key executives with the relevant qualifications, background clearance and adequate experience in fund management or asset classes suitable for the chosen AIF category.
  • Registered Office Address :- One of the mandatory AIF license requirements is providing a valid registered office address, which is necessary to facilitate official communication.
  • SEBI Application Filing :- One of the most important requirements for Alternative Investment Fund registration is to submit Form A along with all the necessary documents and the fees to SEBI. Applicants must ensure to collect all the required declarations, financial statements, and legal documents before filing the application.

Why is SEBI AIF Registration Important?

Are you planning for SEBI AIF registration but unsure of how to get started? Our consultants at Enterslice are experienced and can guide you on why it is important to register an AIF. The Alternative Investment Funds must ensure registration with SEBI to facilitate operational transparency. SEBI registration confirms that the AIF is operating within a regulated framework, which in turn boosts investor confidence, as it assures them that their interests are safeguarded.

SEBI AIF registration encourages fund sponsors and managers to pool capital without any legal hassles. It is easy for them to seek investments from sophisticated investors and other sources. They can easily invest this capital in non-traditional asset classes, such as private equity, venture capital, and hedge strategies. Registered AIFs are considered credible as they meet various regulatory compliance requirements.

Latest RBI Update for Bank & NBFC Investments in AIFs

The Reserve Bank of India (RBI) made a strategic move in May 2025 by releasing Draft Directions, which enable regulated entities, such as banks and non-banking financial companies (NBFCs), to invest in Alternative Investment Funds. The move aims at redesigning the economic landscape of India by way of responsible investing. It also encourages capital flow into focus sectors through AIF registrations. Enterslice consultants can help you understand the provisions better and facilitate seamless Alternative Investment Fund registration for you. Key takeaways from the latest RBI update include:

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Individual Exposure Cap

Each regulated entity, be it a bank or an NBFC, is eligible to invest up to 10% of an AIF scheme’s total corpus. This investment reduces concentration risk and ensures diversified participation in the fund.

Collective Exposure Limit

Together, all regulated entities cannot invest more than 15% in a single AIF scheme. This condition aims to prevent heavy dependency and boost portfolio-wide risk distribution across the financial ecosystem.

5% Investment Exemption

Any regulated entity, such as a bank or an NBFC, whose investment amounts to less than 5% of the AIF corpus, is exempt from provisioning rules. This provision aims to promote first-time or limited participation without adding more financial burden.

100% Provisioning for Debt-Linked Exposure

If a bank or an NBFC invests more than 5% in an AIF, and the AIF grants a loan (not equity) to a company that already owes money to the same bank or NBFC, then that regulated entity must allocate 100% of that investment as a safety back-up called provisioning. However, AIFs that invest in shares or convertible instruments like CCPs (Compulsorily Convertible Preference Shares) or CCDs (Compulsorily Convertible Debentures) are exempt from this provision.

Strategic AIF Exemptions

AIFs that align with national goals, such as environment (ESG), infrastructure, or defence, may be exempted from the regular investment rules if the RBI and the Government grant special permissions. This exemption allows more money to be diverted towards projects that create a positive impact in the country.

Grandfathering of Existing Investments

The new rules proposed in the May 2025 RBI update will be applicable only to future investments. AIF investments made by banks or NBFCs before these guidelines were released will not be impacted, allowing a smooth and fair transition without changing the regulatory impact on past actions.

Services by Enterslice for SEBI AIF Registration

Enterslice is a trusted industry name, and we assist you with seamless Alternative Investment Fund registration. Our legal and compliance experts ensure a streamlined registration process. We guide you throughout so that you are able to complete the step-by-step registration without any complexities and on time. Our SEBI AIF registration consultants offer end-to-end support in not just setting up and registering your fund with SEBI but also helping you under the complex regulations and compliance requirements.

  • Helping you select a suitable category for Alternative Investment Fund registration
  • Assistance in selecting the best business structure
  • Assisting you in drafting the Trust Deed or LLP Agreement
  • Offering support with filing Form A with SEBI
  • Support in preparing the Placement Memorandum
  • Helping evaluate the eligibility of the sponsor & manager
  • Assisting you in checking the Net Worth and Fit & Proper Criteria
  • Offering guidance on regulatory compliance & governance
  • Coordinating with SEBI for clarifications & legally vetting the documents
  • Offering post-registration compliance support to avoid legal hassles
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Why Enterslice is the Best Choice for AIF License?

Enterslice has the expertise to deliver trusted AIF registration solutions. We are a team of professional consultants who guide you in making informed decisions to ensure the success of your AIF. Our regulatory insights, industry expertise, and comprehensive fund registration services offer lasting solutions. We ensure that your investment vehicle meets all the compliance requirements outlined by SEBI standards. Here is why Enterslice is the best choice for your AIF license:

  • We offer strategic consultation on the right fund model and asset classes
  • We guide on risk framework design & investor protection mechanisms
  • We assist you in drafting the investment policy & governance protocols for your fund
  • We facilitate the legal validation of your fund structure & investor terms
  • We ensure an in-depth evaluation of your compliance & audit readiness by our experts  
  • We offer customized support at the time of onboarding accredited investors
  • We liaise with all the custodians and third-party service providers
  • We recommend, guide and advise you on regulatory updates & amendments periodically
  • We facilitate a streamlined due diligence documentation check to expedite the SEBI approval
  • We offer support in aligning your fund strategy with investor expectations

FAQs on Alternative Investment Fund license

Alternative Investment Fund registration is the process of getting SEBI approval to allow AIF investments in India. AIF is a type of investment fund that is created by pooling funds from investors, which are then invested under different investment categories outlined by the Securities and Exchange Board of India (SEBI).

AIF is legally permitted to invest in various asset classes except stocks, bonds and cash. AIFs offer various benefits to investors, and if you are considering AIF registration, our consultants at Enterslice can assist you with a seamless process.

The Securities and Exchange Board of India (SEBI) is the statutory body that is responsible for regulating the alternative investment fund license in India. AIFs are represented in the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. SEBI was founded in 1992 by the Government of India to safeguard the interests of investors as well as to regulate the Indian securities market.

SEBI is the statutory body responsible for regulating the Alternative Investment Fund license. It has outlined the entities that are not considered AIFs, and cannot be granted an AIF license, including:

  • Family trusts that are created to benefit the relatives as defined under the Companies Act, 2013.
  • ESOP (Employee Stock Ownership Plan) trusts formed under SEBI (Share Based Employee Benefits) Regulations, 2014 or under the Companies Act.
  • Employee welfare and gratuity trusts, which are established to benefit the employees.
  • Holding companies under Section 46(2) of the Companies Act, 2013.
  • Special purpose vehicles (SPVs) that are not established by fund managers, including securitisation trusts governed by other frameworks.
  • Funds governed by securitisation or reconstruction companies that are registered with the RBI under the SARFAESI Act, 2002.
  • Any pooled fund, directly regulated by any other regulators and not SEBI.

Any individual, company, LLP, or body corporate with the relevant expertise and experience is eligible to serve as a fund manager in an Alternative Investment Fund (AIF). Fund managers are an important resource for the AIF as they are responsible for executing daily operations for the fund. They also play a critical role in taking strategic decisions for the fund.

An individual, company, LLP, or body corporate is qualified to be a sponsor for the fund if they have played a role in establishing the fund. However, the sponsor must fulfil the mandatory requirements for the position, including financial stability, ethics and the relevant expertise to manage the funds' operational needs.

Securities and Exchange Board of India (SEBI) is the statutory body responsible for approving the Alternative Investment Fund license in India. AIFs are regulated under the SEBI (Alternative Investment Funds) Regulations, 2012, which outline the operational norms, standards and compliance measures. SEBI grants registration approvals to AIFs after carefully evaluating the accuracy of the application, fund strategy, compliance framework, and legal documentation.

SEBI AIF registration is a lengthy and complex procedure. While it usually takes between 90 to 180 days to complete the process, you may need professional help to guide you through it. Our AIF registration consultants have helped many investors register their funds successfully. The approval time depends on completion of the paperwork and SEBI response time. Enterslice can help you with the Form A application and complete other steps so that you don't face any delays in the approvals from SEBI.

The placement memorandum is a legal document and sometimes is referred to as Private Placement Memorandum (PPM) or Offering Memorandum (OM). It summarises the AIF's investment strategy, along with risk factors, governance structure, and operational terms. It is an important disclosure document that must be submitted to SEBI as a part of the AIF registration process.

The Alternative Investment Fund registration offers three investment categories, where each category includes a unique investment strategy and risk-return structures. We can help you choose the most suitable category for your fund from:

  • Category I - Startups, infrastructure
  • Category II - Private equity, debt
  • Category III - Hedge funds

Form A is the official application form that must be submitted to SEBI for AIF registration. Form A includes important fund details, such as the legal structure of the fund, sponsor and manager details, proposed investment strategy, and key declarations. Submitting Form A is necessary to initiate the regulatory review procedure by SEBI and is mandatory to obtain AIF registration.

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