AIF Cat I, II & III Registration

AIF Category I, II & III Registration

Alternative Investment Funds have become the preferred structure for private equity, VC, hedge, and structured investment strategies in India. But before accepting investor money, SEBI expects a clean fund structure, proper disclosures, and regulatory approval. Getting AIF registration right avoids delays, queries, and compliance headaches later.

What is an AIF?

A privately pooled investment vehicle regulated by SEBI that collects funds from investors and invests according to a defined strategy. It’s ideal for high-value, long-term, or specialised investments outside mutual funds and PMS.

AIF Categories Explained

Category I AIF

  • Focused on socially or economically beneficial sectors

  • Includes VC funds, angel funds, SME funds, infrastructure funds, social impact funds

Category II AIF

  • PE funds, debt funds, distressed asset funds

  • No leverage allowed except for temporary needs

Category III AIF

  • Hedge and public-market oriented funds

  • Complex trading strategies, including leverage

Who needs SEBI AIF registration?

  • Fund managers setting up private pooled vehicles

  • PE/VC firms raising domestic capital

  • Family office funds pooling external investors

  • Fintech platforms launching alternative investment products

Eligibility basics

  • Registered trust, LLP, or company with defined investment strategy

  • Fit and proper management and sponsor

  • Minimum corpus of ₹20 crore (₹10 crore for angel funds)

  • Minimum investment per investor: ₹1 crore (lower for employees/directors)

  • Clear compliance, governance, and reporting framework

How we assist

  • Fund structuring and category selection

  • Eligibility check and regulatory advisory

  • Drafting PPM, trust deed/LLP agreement, policies, and disclosures

  • Preparation and filing of SEBI application

  • Follow-ups, clarifications, and compliance setup

  • Post-registration reporting and regulatory support

Documents usually required

  • Constitution documents: trust deed/LLP agreement/MoA-AoA

  • Sponsor and manager details, KYC, net-worth proofs

  • Investment strategy, fund economics, risk management

  • Placement memorandum and compliance policies

  • Organizational chart, agreements, declarations

Our process

  1. Understand fund strategy and target investors

  2. Choose the right AIF structure and category

  3. Prepare documents and supporting compliance framework

  4. File application with SEBI and handle queries

  5. Receive registration and help commence fund operations

Frequently Asked Questions

1. How long does AIF registration take?

Generally 2 to 6 months, depending on documents and SEBI queries.

 

2. Which category should I choose?

Depends on investment strategy, sector focus, and leverage requirements.

 

3. Can foreign investors invest in AIFs?

Yes, subject to FEMA rules and sector restrictions.

4. Is a sponsor commitment required?

Yes — minimum 2.5% of corpus or ₹5 crore, whichever is lower.

 

5. Can individuals register an AIF?

No. AIF must be set up as a trust, LLP, or company.