Registering an AIF Is a Structuring Decision, Not Just a Filing
Before any SEBI application is filed, the most consequential decisions — vehicle type, category, and PPM terms — need to be locked in. Getting the application right the first time avoids costly rounds of SEBI queries and delayed launch timelines.
Step 1 — Choose the Fund Structure
Decide whether the AIF will be set up as a trust, company, LLP, or body corporate. Most Indian AIFs are structured as trusts, given the flexibility this offers for governance and distribution mechanics, but each structure has different tax and governance implications.
Step 2 — Decide the Category
Determine whether the fund will register as Category I, II, or III, based on intended investment strategy, target investors, and leverage requirements (see our detailed comparison article on AIF categories).
Step 3 — Appoint Key Constituents
- Sponsor — the person(s) setting up the fund, typically also providing the manager's commitment ("skin in the game")
- Investment Manager — responsible for managing the fund's investments
- Trustee (for trust-structured funds) — responsible for overseeing the fund in the interest of investors
- Custodian — mandatory above certain corpus thresholds, and mandatory for Category III regardless of size
Step 4 — Draft the Private Placement Memorandum (PPM)
The PPM is the core document submitted with the SEBI application — covering investment strategy, fee structure, closing mechanics, risk factors, and governance. This is also the stage at which a financial model for closing scenarios (catch-up contributions, equalisation) should be built out, so the PPM's mechanics are internally consistent before filing.
Step 5 — File the SEBI Application
The application is filed with SEBI along with the PPM, sponsor/manager due diligence documents, and the prescribed registration fee. SEBI reviews the application and may raise queries before granting registration.
Step 6 — Obtain Registration and Launch
Once SEBI grants the Certificate of Registration, the fund can begin its first closing and start onboarding investors per the PPM's terms.
Step 7 — Set Up Post-Registration Compliance Infrastructure
Immediately after registration:
- Set up SEBI Intermediary Portal access for ongoing reporting
- Build the fund's compliance calendar (Annual/Quarterly Activity Reports, audit timelines, tax filings)
- Establish fund accounting and NAV computation processes
Typical Timeline
SEBI AIF registration timelines vary based on application completeness and the nature of SEBI's queries, but sponsors should build in adequate runway rather than assuming a fixed turnaround.
We Handle Registration End-to-End
From category selection and PPM drafting support through to post-registration compliance setup, Anuj Desai & Associates works with sponsors at every stage of getting an AIF off the ground.
This article is for general informational purposes and does not constitute a substitute for professional advice on your specific fund.