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How to Register an AIF in India: Step-by-Step SEBI Approval Guide (2025)

  • 35North
  • 22 hours ago
  • 3 min read
AIF registration process

Thinking of Launching an AIF in India? Start Here.

Suppose you want to register an AIF under SEBI. In that case, whether it’s a Category I Angel Fund, a VC-focused Category I fund, or another Cat I vehicle, this guide gives you the real operator playbook, not the usual copy–paste legal jargon.


This is exactly how SEBI thinks, and this is exactly what slows down (or accelerates) your approval.




What Exactly Is the AIF Registration Process?


SEBI follows a structured 4–8 week approval flow. If your documentation is tight and your strategy is clear, the process is straightforward. If not, prepare for back-and-forth.

The registration involves:

  • Creating the fund structure

  • Drafting the PPM + agreements

  • Appointing mandatory service providers

  • Filing the online SEBI application

  • Responding to clarifications

  • Receiving the registration certificate

Consider this your roadmap.


Quick Summary: Requirements & Documentation

A crisp upfront checklist, Google loves these.


Minimum Requirements

  • Sponsor commitment: 2.5% of corpus or INR 50 lakh (whichever is lower)

  • Minimum fund size: INR 5 crore

  • Trustee/Board oversight

  • Defined investment strategy & risk framework

  • Fit & Proper criteria for all key individuals

  • Fund Manager with relevant experience

Documents Needed

  • PPM (Private Placement Memorandum)

  • Trust Deed / LLP Agreement / Company MoA

  • Investment Manager Agreement

  • Due diligence docs for key personnel

  • Net-worth certificates (where applicable)

  • Compliance declarations

  • SEBI application form + fees


Step-by-Step AIF Registration Process


Step 1 — Choose Your AIF Structure

You can form an AIF through:

  • Trust (most common)

  • LLP

  • Company

Why most funds use Trust: flexibility, faster approvals, easier governance.


Step 2 — Select Your AIF Category

Category I → Angel Funds, VC Funds, SME Funds Category II → PE, Debt, Credit Funds Category III → Hedge-style funds with leverage


This page focuses on Category I & Angel Funds, since that's the highest search volume segment.


Step 3 — Draft the PPM (Private Placement Memorandum)

This is the heart of the application.


A strong PPM includes:

  • Strategy and sector focus

  • Team background & experience

  • Investment process

  • Fee structure

  • Governance & IC structure

  • Risk factors

  • Valuation & exit policies

  • Compliance + reporting framework


90% delays come from weak PPM drafting.


Step 4 — Appoint Mandatory Service Providers

SEBI expects professional oversight.

You’ll need:

  • Fund Manager

  • Trustee (for Trust structure)

  • Custodian (if corpus crosses the threshold)

  • Auditor

  • Valuer

  • Compliance Officer

Each must meet SEBI’s eligibility norms.


Step 5 — File the SEBI Online Application

Upload all documents, pay the fee, and initiate the approval workflow.


Step 6 — Respond to SEBI Queries

Expect queries. SEBI is predictable.

Common questions:

  • Strategy clarity

  • Team experience & roles

  • Fee structure justification

  • Conflict of interest policies

  • Sponsor net-worth support


Smooth, precise responses = faster approval.


Step 7 — Receive Your AIF Registration Certificate

Once SEBI is satisfied, it issues the Certificate of Registration, and you officially become an AIF under SEBI Regulations.

Typical Timeline Snapshot

  • Document preparation: 2–3 weeks

  • SEBI process: 4–8 weeks

  • Total: 6–12 weeks


Category I Angel Fund:

Special Requirements

If you're registering a Category I Angel Fund, here’s what SEBI cares most about:

  • Minimum investment per investor: INR 25 lakh

  • Investors must meet eligibility criteria

  • Strategy must focus on early-stage startups

  • Zero leverage

  • Clear governance + IC structure

  • Crisp risk framework

Angel Funds move fast, but only if documentation is airtight.


Cost of Registering an AIF in India

Actual numbers people search for.

  • Legal Drafting: INR 2–6 lakh

  • Trustee Setup: INR 1–3 lakh

  • SEBI Application Fee: INR 1–2 lakh

  • Custodian (if needed): variable

  • Compliance + Valuation (ongoing)

This is the real-world cost stack.


The Most Common Mistakes

That Delay Approval

And why most lawyers slow founders down.

  1. Generic strategy, unclear thesis

  2. Weak team experience description

  3. No conflict-of-interest framework

  4. Missing compliance processes

  5. Trustee not fully independent

  6. Vague risk and governance sections

If you avoid these, SEBI moves faster.


AIF Registration FAQs

How long does AIF registration take?

Usually 6–12 weeks, depending on documentation quality.

Can NRIs invest in AIFs?

Yes, under FEMA guidelines.

What is the minimum corpus?

INR 5 crore.

Can first-time fund managers apply?

Yes, if experience is clearly articulated.

What’s the minimum sponsor commitment?

2.5% of the corpus or INR 50 lakh.

Do LLPs qualify to register AIFs?

Yes, all three structures- Trust, LLP, and company are eligible.


Ready to Launch Your AIF or Angel Fund?

We built and operated India’s largest Category I Angel Fund.If you’re thinking of launching one, start with the people who’ve actually done it—at scale.


Register an AIF in India


 
 
 

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