Tag: AIF documents checklist

Key Takeaways

• SEBI AIF registration is filed entirely through the SI Portal at siportal.sebi.gov.in; as of the January 2025 FAQ update, the application fee of Rs. 1,00,000 plus 18% GST must be paid to the exact paisa – the system will reject rounded amounts.
• Pre-application documents differ by entity structure: trusts, LLPs, and companies each have a different signatory, a different proof-of-incorporation bundle, and a different undertaking format.
• Registration fees range from Rs. 2 lakh (Angel Funds) to Rs. 15 lakh (Category III AIFs), paid only after SEBI approves the application, not at the time of filing.
• The disciplinary history declaration is the single most missed field: it must now cover all persons controlling 10% or more, directly or indirectly, in the sponsor or manager, going back five years.
• At least one key investment team member must hold the NISM Series-XIX-C certification before the application is filed (mandatory for applications after 10 May 2024 under amended Regulation 4(g)(i)).
• The realistic end-to-end timeline from entity setup to certificate issuance is 90 to 180 days depending on structure and application quality.

Overview: The Registration Process at a Glance

SEBI AIF registration follows a five-phase sequence. Understanding where time gets lost in each phase is more useful than a generic timeline.

Phase	What Happens	Typical Duration
Phase 1: Pre-application	Entity setup, team assembly, NISM certification, PPM drafting	45 to 90 days
Phase 2: Portal filing	Online application on SI Portal plus physical submission to SEBI	3 to 7 days
Phase 3: SEBI initial review	SEBI reviews the application and raises observations	21 to 35 days
Phase 4: Query response	Applicant responds; SEBI may raise a second round	15 to 45 days
Phase 5: Approval and certificate	In-principle approval, registration fee payment, certificate issuance	7 to 15 days
Total (best case – clean application)		90 to 120 days
Total (typical – one substantive query round)		120 to 150 days
Total (complex – cross-border, disciplinary history)		150 to 180+ days

The certificate issued under Regulation 10 of the SEBI (Alternative Investment Funds) Regulations, 2012 is valid for the lifetime of the AIF. There is no periodic renewal.

Phase 1: Pre-Application Preparation

Step 1: Confirm Eligibility

Before any document is drafted, confirm the following baseline eligibility requirements under Regulation 4 of the AIF Regulations:

• The AIF must be established or incorporated in India as a trust, LLP, or company.
• The fund must operate through private placement only and not solicit funds from the public.
• Minimum corpus per scheme: Rs. 20 crore (Rs. 10 crore for Angel Funds, under Regulation 10(c) as amended by the SEBI (AIF) Amendment Regulations, 2026 which reduced the investor threshold from two lakh to one thousand investors).
• Minimum investment per investor: Rs. 1 crore. Employees or directors of the AIF or manager may invest a minimum of Rs. 25 lakh.
• Sponsor/Manager continuing interest: Category I and II – minimum 2.5% of corpus or Rs. 5 crore, whichever is lower. Category III – minimum 5% of corpus or Rs. 10 crore, whichever is lower. For Angel Funds specifically, the 2025 framework (effective September 2025) changed the continuing interest to a deal-level commitment of 0.5% of each investment or Rs. 50,000, whichever is higher.
• At least one key investment team member must hold the NISM Series-XIX-C: Alternative Investment Fund Managers Certification Examination certificate (valid three years, renewable).

Step 2: Choose and Set Up the Legal Entity

The three permitted structures are trust, LLP, and company. Each has different implications for governance, taxation, and document requirements.

Trust (most common structure): The trust must be registered under the applicable state Trust Act or the Indian Trusts Act, 1882. The registered trust deed must explicitly state that the trust is established as an AIF under SEBI regulations and must include enabling provisions for the fund’s investment activities. The trustee must be an independent entity or individual; the same person cannot be both sponsor and trustee.

LLP: The LLP must be registered with the Ministry of Corporate Affairs (MCA) and assigned an LLPIN. The LLP agreement must include fund management or investment activities within its stated objects. The designated partner executing the undertaking must be expressly authorised under the LLP agreement.

Company: The Memorandum of Association must permit the company to function as an AIF or engage in fund management. A board resolution authorising the application, while not explicitly listed in SEBI’s checklist, is advisable to avoid a query.

Simultaneously with AIF entity setup, the Investment Manager must be incorporated as a separate Private Limited Company or LLP if one does not already exist. The Manager and the AIF are treated as distinct legal entities throughout the registration process.

Step 3: Appoint Key Parties

SEBI’s application requires complete details for four parties:

1. Sponsor: The entity or individual that establishes the AIF and contributes the continuing interest. The sponsor’s net worth must be sufficient to fund the continuing interest commitment, evidenced by a CA-certified net-worth certificate.
2. Investment Manager: The entity responsible for all investment decisions. Must have the NISM-certified key investment team member.
3. Trustee (for trust-structured AIFs): An independent entity or individual. SEBI verifies independence – the trustee cannot be an associate of the sponsor or manager.
4. Custodian: Mandatory for all Category III AIFs regardless of corpus size, and for Category I and II AIFs when corpus exceeds Rs. 500 crore. Although custodian appointment is not a pre-filing requirement for most Category I and II applications, identifying the custodian at the pre-application stage is advisable since all fresh investments must be held in dematerialised form from October 2024 onwards under the SEBI Master Circular dated 7 May 2024.

Step 4: Obtain NISM Series-XIX-C Certification

This is non-negotiable for applications filed after 10 May 2024. At least one member of the key investment team of the Manager must clear the NISM Series-XIX-C: Alternative Investment Fund Managers Certification Examination. The certificate is valid for three years.

The Accredited Investors Only Fund (AIOF) scheme introduced by the SEBI (AIF) (Third Amendment) Regulations, 2025 (notified 18 November 2025) is the one structure currently exempt from this certification requirement. For all other AIF types, the certificate must be in hand before the application is filed.

Step 5: Draft the PPM

The Private Placement Memorandum (PPM) must be drafted before the application is filed because it is submitted simultaneously with Form A (except for Angel Funds and Large Value Funds for Accredited Investors). The PPM has two parts under the SEBI Master Circular dated 7 May 2024:

Part A (mandatory template): Investment objective and strategy, risk factors, fee and expense structure including management fees and carried interest, distribution waterfall, conflict of interest disclosures, disciplinary history, and track record of the manager and key investment team. The format and section sequence are prescribed by SEBI; deviation causes queries.

Part B (flexible): Market opportunity, sector thesis, case studies, manager bios. SEBI does not prescribe the format for Part B.

For all schemes other than Angel Funds and LVFs, the PPM must be filed through a SEBI-registered Merchant Banker who must independently verify all disclosures and provide a due diligence certificate in the format specified at Annexure 3 of the Master Circular. The Merchant Banker cannot be an associate of the AIF, sponsor, manager, or trustee.

As of April 2024 (SEBI Circular SEBI/HO/AFD/PoD/CIR/2024/028 dated 29 April 2024), certain PPM changes – including market opportunity write-up, fund size, contact information, and track records can be filed directly with SEBI without routing through a Merchant Banker.

Phase 2: SI Portal Filing – Step by Step

Step 6: Create an Account on the SI Portal

1. Visit siportal.sebi.gov.in.
2. The portal has two login sections: “Registration Login” (for entities already registered with SEBI in any capacity) and “Self-Registration Login” (for new entities not previously registered with SEBI). First-time AIF applicants use Self-Registration Login.
3. Enter basic entity information in the Self-Registration tab. On submission, the system automatically generates a Login ID and sends the Login ID and Password to the applicant’s registered email.

Step 7: Complete Form A on the Portal

Once logged in, navigate to the “AIF” tab and select “Fresh Registration.”

Form A is structured across several sections. Below is what SEBI actually reviews in each:

Section 1 – Applicant Details: The legal name of the AIF must match exactly the registered entity name. A mismatch between the Form A name and the trust deed or certificate of incorporation, even a minor spelling difference, generates a query. The AIF category selected (I, II, or III) must be consistent with the investment strategy described in Section 5.

Section 2 – Sponsor Details: SEBI assesses the sponsor’s experience in fund management or investment. For first-time managers, prior track record is not a disqualifying absence, but each team member’s individual investment experience must be articulated specifically, with fund names, deal types, and tenures. Vague descriptions draw queries.

Section 3 – Investment Manager Details: PAN, Certificate of Incorporation, and shareholding pattern of the Manager are required. SEBI looks for alignment between the Manager’s declared investment focus and the AIF’s stated strategy. Mismatches between the Manager’s corporate objects and the AIF’s investment mandate are a query trigger.

Sections 6(a), 6(b), 6(c) – Declarations on Regulatory Actions: These must be submitted separately for the AIF, Trustee, Sponsor, and Manager. A single consolidated declaration covering all four entities is insufficient. As of the January 2025 FAQ update, these declarations must also be obtained from any person controlling 10% or more, directly or indirectly, in the Sponsor or Manager.

Sections 7(a) to 7(d) – Compliance Declarations: Section 7(b) is the fit and proper declaration under SEBI (Intermediaries) Regulations, 2008. It must be submitted separately for the AIF, Trustee, Sponsor, Manager, and all their respective Directors and Partners. This is the most commonly incomplete section.

Key fields to not miss:

• Shareholding pattern of Sponsor and Manager: tabulated with name, percentage shareholding, and percentage voting rights for each shareholder/partner. Where a shareholder is a non-individual entity, further details of entities holding 10% or more in that shareholder are required.
• Whether Sponsor, Manager, or any 10%-plus shareholder is registered with RBI, IRDA, PFRDA, or any other financial regulator.
• Press Note 3 compliance declaration: whether any investor in the Sponsor or Manager is from a country sharing a land border with India, or whether the ultimate beneficial owner is from such a country.
• Details of all other AIFs or VCFs floated or managed by the Sponsor or Manager, with SEBI registration numbers.
• Excel file listing all persons named in the application (applicant, sponsor, manager, trustee and their directors/partners, key investment team, key management personnel, controlling entities, associates, and group companies) with their respective PAN numbers, in the format prescribed in the SEBI FAQ.

Portal navigation tip: Each field has contextual guidance accessible via the Blue Question Mark icon on the top right corner of each page. Where specific portal fields are not available for a particular document, upload the document under “Optional Attachments.”

Step 8: Pay the Application Fee

Under the January 2025 SEBI update:

• Application fee: Rs. 1,00,000 plus 18% GST = Rs. 1,18,000 total.
• Payment must be made through online mode on the SI Portal only. No cheques or demand drafts.
• The exact amount including paisa must be tendered. The system does not permit rounding. If a rounded amount is submitted, the payment may be rejected, and the application will not be processed until the correct amount is received.
• Once payment is confirmed, click “Final Submit” to submit the online application. An application number is generated for tracking.

Step 9: Physical Submission to SEBI

A physical submission of all documents must be made separately to:

Investment Management Department
Division of Funds-1
Securities and Exchange Board of India
SEBI Bhavan, 3rd Floor, A Wing
Plot No. C4-A, G Block
Bandra-Kurla Complex, Bandra (East)
Mumbai 400 051

The physical submission must include signed and stamped copies of all documents uploaded on the portal. The online submission and physical submission must be identical in content. Discrepancies between the two trigger queries.

Pre-Application Document Checklist by Entity Type

The table below sets out the documents required for each entity type, drawn from the SEBI January 2025 FAQ and Annexure A undertaking requirements.

Table: Documents Required at Registration – by Entity Structure

Document	Trust	LLP	Company
Proof of incorporation	Registered trust deed (state-registered)	Certificate of Incorporation + LLPIN + Registered Partnership Deed	Certificate of Incorporation + MoA + AoA
PAN of the AIF	Required	Required	Required
Undertaking and checklist signatory	Trustee	Designated Partner	Director
Certificate of Incorporation of Trustee	Required (if trustee is a body corporate)	Not applicable	Not applicable
PAN + address proof of Trustee and directors	Required	Not applicable	Not applicable
PAN + address proof of Designated Partners	Not applicable	Required	Not applicable
PAN + address proof of Directors	Not applicable	Not applicable	Required
CA-certified net-worth certificate of Sponsor or Manager	Required	Required	Required
Financial statements of Sponsor and Manager (previous FY)	Required	Required	Required
Shareholding pattern / partnership interest with voting rights	Required	Required	Required
NISM Series-XIX-C certificate (at least one KIT member)	Required	Required	Required
PPM with Merchant Banker due diligence certificate	Required (except Angel Funds, LVFs)	Required (except Angel Funds, LVFs)	Required (except Angel Funds, LVFs)
Press Note 3 compliance declaration or non-applicability declaration	Required	Required	Required
Declarations under Form A Sections 6(a), 6(b), 6(c)	Separately for AIF, Trustee, Sponsor, Manager + 10%-plus controllers	Same	Same
Excel file of all named persons with PAN	Required	Required	Required

Registration Fee Structure

Registration fees are paid only after SEBI’s in-principle approval, not at the time of application. All amounts are exclusive of 18% GST.

AIF Category	Registration Fee (excl. GST)
Category I AIF (except Angel Funds)	Rs. 5,00,000
Category I AIF — Angel Fund	Rs. 2,00,000
Category II AIF	Rs. 10,00,000
Category III AIF	Rs. 15,00,000

Additional scheme filing fee (for each subsequent scheme launched after registration): Rs. 1,00,000 per scheme. Angel Funds are exempt from the scheme filing fee. Refiling fee for Angel Fund placement memorandum under Regulation 19D(7): Rs. 1,00,000 (inserted by the SEBI (AIF) Second Amendment Regulations, 2025).

Application fee if rejected: not refunded.

Phase 3 and 4: SEBI Query Round Mechanics

What Triggers a Query

SEBI’s Investment Management Department reviews the application against Form A, the PPM, and the Merchant Banker’s due diligence checklist. Based on the Merchant Banker checklist in Annexure 3 of the May 2024 Master Circular and patterns from actual applications, the following consistently trigger queries:

1. Strategy-category mismatch. The investment strategy in Form A does not align with the investment mandate in the PPM. This includes using different terminology for the same strategy across the two documents, or a PPM mandate that is materially broader than Form A describes.
2. Missing or expired NISM certification. Applications where the certificate was obtained but expired before filing, or where no KIT member holds the certificate, are queried immediately.
3. Incomplete disciplinary history. Sections 6(a), 6(b), and 6(c) not submitted separately for all four parties (AIF, Trustee, Sponsor, Manager), or missing declarations from 10%-plus controllers of the Sponsor or Manager.
4. Incomplete UBO chain. The shareholding pattern discloses a corporate shareholder holding above 10% without further disclosing who holds 10% or more in that corporate entity. SEBI expects the UBO chain traced to the natural person level.
5. PPM-LP agreement inconsistency. Economics in the PPM (management fees, carried interest, hurdle rate) are inconsistent with the LP agreement or Contribution Agreement, particularly where side letters give certain investors different economics without PPM disclosure.
6. Press Note 3 not addressed. Where the Sponsor or Manager has foreign investors, the application must either confirm GoI approval for PN3 compliance or declare non-applicability. A missing declaration on this point is a routine query trigger.
7. Manager objects clause mismatch. The Investment Manager’s MoA or LLP agreement does not explicitly include fund management activities within its objects.

How Many Query Rounds Are Typical

A well-prepared application with clean disciplinary history and consistent documentation typically sees one round of SEBI observations, largely administrative. The expected response time for each round is 15 to 30 days.

Applications with first-time managers, undisclosed regulatory history, or ambiguous investment strategies should expect two to three rounds. Applications that enter a fourth or fifth round are typically dealing with a structural problem that requires redrafting the application, not just clarifying it.

Disciplinary History: The Most-Missed Field

Under Regulation 7 of the AIF Regulations and SEBI Circular CIR/IMD/DF/16/2014 dated 18 July 2014, the disciplinary history of the AIF, Sponsor, Manager, and their directors, partners, promoters, and associates must be disclosed for the last five years in the PPM. Where a monetary penalty is involved, disclosure is required for penalties exceeding Rs. 5 lakh.

Since the January 2025 FAQ update, this declaration must also be obtained from any person controlling 10% or more, directly or indirectly, in the Sponsor or Manager.

What is routinely missed:

Orders or notices from the Income Tax Department are frequently omitted because they are not treated as securities market regulatory actions. SEBI’s view is that any order from a regulatory or quasi-regulatory authority falls within scope.

Historical penalties that were subsequently set aside on appeal are still required to be disclosed. The disclosure obligation covers the original action, not the final adjudicated outcome.

Regulatory actions against promoters in their personal capacity as individuals, not in their capacity as directors of the entity, are sometimes excluded. SEBI’s position is that individual actions against persons who are directors or partners of the Sponsor or Manager are within scope.

Non-disclosure is consistently treated as a more serious matter than the underlying issue. SEBI has historically been willing to proceed with applications where material issues were disclosed transparently and with context. Applications where SEBI surfaces a non-disclosed regulatory action independently have faced rejection or referral to SEBI enforcement.

Rejection Patterns from Practice

These patterns are drawn from engagement experience and SEBI’s publicly available orders. They represent the categories of issues that generic compliance summaries do not surface.

Pattern 1: Category mismatch not caught before filing. A fund describing itself as a “hybrid credit and equity fund” applies under Category II. SEBI’s reading is that significant equity exposure with derivatives may constitute Category III. The application cycles through multiple rounds before being effectively asked to re-categorise. Choosing the correct category before drafting Form A requires a granular review of the investment mandate, not a textbook definition.

Pattern 2: Newly incorporated Investment Manager. A Manager incorporated fewer than six months before filing draws queries about operational readiness and the genuineness of the team’s prior experience. SEBI is particularly attentive to Manager entities where the directors have no documented investment track record and the company’s financials show no prior activity.

Pattern 3: Trust deed objects clause too narrow or too broad. A trust deed stating only “to make investments for the benefit of beneficiaries” without explicitly referencing the AIF framework leads SEBI to ask for a trust deed amendment. A trust deed listing numerous unrelated activities alongside fund management raises questions about whether the entity is operating exclusively as an AIF.

Pattern 4: Incomplete UBO chain. An application disclosing “XYZ Holdings Pvt. Ltd. holds 35%” without identifying who holds 10% or more in XYZ Holdings will consistently receive a query, regardless of the underlying owner’s profile.

Pattern 5: PPM economics inconsistent with LP agreement. Management fee holidays, fee rebates for anchor investors, or carry calculations that differ between the PPM and the draft LP agreement are identified by the Merchant Banker’s checklist. Where not flagged by the Merchant Banker and discovered by SEBI, the resulting query round is extended.

After the Certificate: What Happens Next

Scheme Launch

After receiving the registration certificate, the AIF must file the PPM for its first scheme with SEBI through the SI Portal, accompanied by the Merchant Banker’s due diligence certificate. The PPM must be filed at least 30 days before the scheme is opened for subscriptions.

SEBI “takes the PPM on record” — it acknowledges receipt but does not approve the contents. The AIF can then solicit investor commitments.

First Close must be declared within 12 months of SEBI taking the PPM on record, with minimum committed corpus of Rs. 20 crore for most categories.

If the AIF fails to meet minimum corpus within the prescribed period, it must return all funds collected from investors, along with returns, and submit a report to SEBI within 15 days.

Custodian Appointment

All Category III AIFs must appoint a SEBI-registered custodian before making any investment. For Category I and II AIFs, custodian appointment is triggered when corpus exceeds Rs. 500 crore. Separately, all fresh investments by AIFs must be held in dematerialised form from October 2024, requiring operational readiness with a depository participant account regardless of formal custodian requirement.

PAN, Bank Account, and Reporting

The AIF must obtain a separate PAN from NSDL or UTIITSL using the registration certificate. A dedicated bank account in the AIF’s name must be opened to segregate investor funds.

Ongoing reporting obligations under the Master Circular include half-yearly portfolio reports via the SI Portal, submission of investment-level data to SEBI-empanelled benchmarking agencies, and an annual PPM compliance audit completed within six months of financial year-end. Any material change from information provided at registration (including key team changes, change in control of Manager or Sponsor, and PPM amendments) requires SEBI intimation or prior approval under SEBI’s post-registration.

Brief Notes: PPM Drafting, LP Agreement, and Post-Registration Compliance

PPM drafting: Part A sections must be consistent with Form A in every detail. The distribution waterfall section requires particular care following SEBI’s introduction of a priority distribution model framework in 2025, which restricts conditions under which carried interest can be received ahead of full return of capital to investors. Stale language copied from a predecessor fund’s PPM, including references to different team members or a different investment period, is consistently flagged.

LP agreement: SEBI does not formally review or approve the LP agreement, but inconsistencies between LP agreement economics and PPM disclosures are a material trigger during PPM filing. Key terms — management fee calculation, hurdle rate, carry percentage, clawback provisions, investor withdrawal rights, and key-person provisions — must align precisely across both documents.

Post-registration compliance: An AIF’s compliance obligations begin from the date of registration, not First Close. For Category III AIFs, quarterly reporting applies in addition to the half-yearly obligations applicable to all categories. The AIOF scheme introduced in November 2025 carries certain exemptions, including from pari-passu investor rights requirements and (for AIOFs specifically) from NISM certification requirements, but these apply only to funds that register specifically as AIOFs.

Treelife Practitioner Note

In the AIF registration engagements we have run at Treelife, the issue that most reliably adds four to six weeks to what should be a clean application is the disciplinary history declaration – specifically, the chain that now needs to extend to 10%-plus controllers of the Sponsor and Manager under the January 2025 FAQ update.

In one engagement, the Investment Manager had a corporate shareholder holding above 10% that was itself a subsidiary of a listed company. That listed company had received an Income Tax Department notice three years prior, since resolved. The client’s view was that the matter was immaterial and settled. SEBI’s view was that the non-disclosure required explanation. Getting that explanation required board-level sign-off from the listed parent, and the net delay was six weeks.

The practical lesson: before filing, conduct a five-year regulatory health check on every entity and individual in the ownership chain above the Sponsor and Manager. This check must cover SEBI, RBI, IRDA, PFRDA, income tax department orders, and any court proceedings in which the entity was named as a respondent. What you disclose with context is manageable. What SEBI surfaces independently is not.

The second pattern we observe consistently: investment strategy descriptions that do not hold up under SEBI scrutiny. Officers reviewing AIF applications are financially sophisticated. A strategy described as “investing in high-growth opportunities across sectors” is not a strategy. The investment policy in both Form A and the PPM must specify sectors, instrument types, stage, geography, ticket sizes, and the basis on which the team expects to generate returns. This level of specificity does not constrain the fund’s operational flexibility; it demonstrates that the applicant has done the work.

Our legal and compliance team at Treelife handles AIF registration from entity structuring through to post-certificate scheme launch, including PPM drafting, Merchant Banker coordination, SI Portal filing, query responses, and ongoing compliance setup. You can reach the team through the Treelife AIF setup page.