SEBI Services · AIF Registration

AIF Cat I, II & III Registration register your Alternative Investment Fund with SEBI and launch your fund with full regulatory compliance.

SEBI registration as an Alternative Investment Fund (AIF) is mandatory for any pooled investment vehicle — including venture capital funds, private equity funds, hedge funds, and infrastructure funds — that raises capital from sophisticated investors in India. Registration under one of three SEBI AIF categories determines the fund's permitted investment strategy, leverage, reporting obligations, and investor eligibility.

The SEBI (Alternative Investment Funds) Regulations, 2012 require any fund that pools capital from investors for investing in accordance with a defined investment policy to register with SEBI as an AIF. The three AIF categories serve distinct investment mandates: Category I includes venture capital funds, angel funds, SME funds, and social impact funds; Category II covers private equity funds, debt funds, and distressed asset funds; and Category III includes hedge funds and funds using complex trading strategies with leverage.

Each category carries different minimum corpus requirements, sponsor commitments, investor eligibility thresholds (minimum investment of ₹1 crore), lock-in requirements, and reporting obligations to SEBI. The fund's Trust Deed, Private Placement Memorandum (PPM), and Investment Manager agreement must comply with SEBI's prescribed standards — and any deviation from the registered investment strategy or PPM disclosures requires SEBI approval.

At Beyonte Compliances, we provide comprehensive AIF registration advisory — from category selection and legal structure design through to application filing, PPM drafting, SEBI query management, and post-registration compliance — for fund managers launching AIFs across all three categories.

What Our AIF Registration Service Covers

Category Selection Advisory

Advising on the most appropriate AIF category based on the proposed investment strategy, asset class, leverage, and target investor profile.

Fund Legal Structure Setup

Advising on the fund structure — trust, LLP, or body corporate — and setting up the fund vehicle, Investment Manager, and Sponsor entities correctly.

SEBI AIF Application Filing

Preparing and filing the AIF registration application on the SEBI Intermediary Portal with the Trust Deed, PPM, and all required supporting documents.

Private Placement Memorandum (PPM)

Drafting the PPM in compliance with SEBI's prescribed format — covering investment strategy, risks, fees, valuation policy, and investor rights.

Trust Deed Drafting

Drafting the Trust Deed of the AIF — including investment objective, permitted investments, distribution waterfall, and fund governance provisions.

Investment Manager Agreement

Drafting the Investment Management Agreement between the AIF Trust and the Investment Manager — covering fees, investment powers, and liability provisions.

SEBI Query & Correspondence Management

Responding to SEBI observations and additional information requests during the AIF registration review process to ensure timely grant of registration.

Post-Registration Compliance

Managing ongoing SEBI reporting — quarterly and annual reports, large value fund filings, investor disclosures, and PPM amendment applications.

Our Process

Strategy & Category Assessment

Reviewing the proposed investment strategy, corpus, leverage, and investor base to determine the correct AIF category and fund structure.

Legal Structure & Entity Setup

Setting up the AIF Trust, Investment Manager company, and Sponsor entity — including incorporation, trust deed execution, and KYC documentation.

PPM & Application Preparation

Drafting the Private Placement Memorandum and completing the SEBI registration application with all prescribed documents and disclosures.

SEBI Filing & Query Management

Filing the application on the SEBI Intermediary Portal and managing all SEBI observations and query responses through to registration grant.

Registration & First Close Support

Receiving the SEBI AIF registration certificate and supporting the fund manager through the first investor close, contribution agreements, and SEBI reporting.

Why It Matters

✓SEBI registration is legally mandatory before raising any capital from investors into a pooled vehicle

✓Correct category selection ensures the fund's investment strategy is fully permitted under SEBI regulations

✓SEBI-registered AIF status is a prerequisite for institutional LP participation from domestic investors

✓Category I and II AIFs benefit from pass-through tax treatment — no tax at fund level on most income

✓Properly drafted PPM protects the fund manager from investor disputes on investment scope

✓SEBI query management expertise reduces registration delays and prevents adverse observations

✓Post-registration compliance keeps the AIF in good standing for subsequent SEBI inspections

✓FVCI and SEBI registration together enable fund managers to attract both domestic and foreign capital

Frequently Asked Questions

Category I AIFs invest in start-ups, early stage ventures, SMEs, social ventures, and infrastructure — they receive certain regulatory concessions and government support. Category II AIFs include PE funds, debt funds, and fund of funds not falling in Category I or III — no specific concessions or restrictions apply. Category III AIFs employ complex trading strategies, including derivatives and leverage, and include hedge funds — they have the most stringent reporting requirements and no pass-through tax treatment.

The minimum corpus for a SEBI-registered AIF is ₹20 crore (₹10 crore for Angel Funds under Category I). The minimum investment per investor is ₹1 crore (₹25 lakh for employees and directors of the AIF or Investment Manager). The Sponsor and Manager together must maintain a continuing interest of not less than 2.5% of the corpus or ₹5 crore, whichever is lower.

Category I and II AIFs enjoy pass-through tax treatment — income (other than business income) is taxed directly in the hands of the investors at the applicable rate, not at the fund level. Category III AIFs are taxed at the fund level at the maximum marginal rate for most categories of income. The pass-through treatment for Cat I and II AIFs makes them significantly more tax-efficient for most investor classes.

SEBI typically takes 21 working days to process an AIF registration application after the application is found complete and in order. However, SEBI routinely raises observations or seeks additional information — which can extend the total timeline to two to four months from the date of filing. A well-prepared application with complete documents and a clearly articulated investment strategy significantly reduces the number of SEBI query rounds.

Launch your Alternative Investment Fund with SEBI registration and a fully compliant structure.

Talk to our team about AIF category selection, registration, PPM drafting, and ongoing compliance management.