SEBI AIF Registration Consultant in India
Registration-focused advisory for Category I, II and III Alternative Investment Funds
Obtaining SEBI AIF registration requires more than submitting Form A. The applicant, Sponsor, Investment Manager, key investment team, legal vehicle, investment strategy and first-scheme documents must present one consistent and regulator-ready case.
Elite Valuation supports fund sponsors and managers through registration readiness, application documentation, SI Portal filing coordination, SEBI query responses and first-scheme launch preparation. As an experienced Alternative Investment Fund setup advisor, the mandate remains focused on securing the correct AIF registration without duplicating the broader fund setup or ongoing compliance scope.
SEBI AIF Registration Experts in India
Elite Valuation is a specialist valuation and financial advisory firm headquartered in Ahmedabad and serving fund sponsors, investment managers, family offices, private equity teams and institutional promoters across India.
An AIF registration application is assessed across several connected layers. SEBI reviews the applicant vehicle, Sponsor and Manager credentials, fit-and-proper declarations, financial capacity, key investment team qualifications, investment strategy, infrastructure and the disclosures contained in Form A and the Private Placement Memorandum (PPM). A gap in one area can create queries across the complete application.
Our firm led by CA Sagar Shah, an Ex-EY professional, Company Secretary and IBBI Registered Valuer, brings structured financial documentation and regulatory coordination to the registration process. Where legal drafting, trustee actions or merchant banker certification is required, we work alongside the relevant appointed professionals so that the complete filing remains aligned.
Our Specialized SEBI AIF Registration Solutions
What Is SEBI AIF Registration?
SEBI AIF registration is the regulatory process through which an entity established in India obtains a certificate to operate as an Alternative Investment Fund under the SEBI (Alternative Investment Funds) Regulations, 2012. No entity can act as an AIF without a certificate of registration from the SEBI.
An AIF is a privately pooled investment vehicle that collects commitments from Indian or foreign investors and invests according to a defined policy for their benefit. It may be constituted as a trust, company, limited liability partnership or body corporate and registered under Category I, II or III based on its investment mandate.
The registration process covers the fund vehicle and the people and institutions behind it. SEBI examines whether the proposed activity is permitted by the constitutional documents, whether the Sponsor and Manager are fit and proper, whether the key investment team satisfies the prescribed criteria, and whether the investment strategy and investor disclosures are sufficiently clear.
Confirm Registration Readiness Before Filing
SEBI AIF Registration Eligibility and Key Requirements
- Permitted Legal Vehicle: The applicant must be established in India as a trust, company, LLP or body corporate, with constitutional documents that permit AIF activity and prohibit a public invitation to subscribe.
- Fit-and-Proper Status: The applicant, Sponsor and Manager must satisfy the applicable fit-and-proper criteria. The filing also requires relevant declarations and regulatory-history information for connected persons and entities.
- Key Investment Team: For funds other than Accredited Investors only funds, at least one key person must hold the certification specified by SEBI. At least one key person must also hold a prescribed professional qualification, and the same person can satisfy both conditions.
- Infrastructure and Manpower: The Manager or Sponsor must demonstrate the infrastructure and manpower necessary to discharge investment management, governance, reporting and compliance responsibilities. SEBI does not prescribe a universal office-area formula in the AIF Regulations.
- Defined Investment Strategy: The application must clearly set out the investment objective, targeted investors, proposed corpus, investment style, strategy and tenure. The Form A, PPM and constitutional documents should describe the mandate consistently.
- Financial Capacity: The Sponsor or Manager should evidence sufficient net worth or financial capacity to maintain the prescribed continuing interest and support the fund-management function.
- Corpus and Investor Thresholds: The general rule is a minimum corpus of ₹20 crore per scheme and a minimum investment of ₹1 crore per investor, subject to category, subcategory and accredited-investor exceptions. Social Impact Funds have a separate minimum corpus framework.
- Continuing Interest: For Category I and II AIFs, the Sponsor or Manager generally maintains at least 2.5% of corpus or ₹5 crore, whichever is lower. For Category III, the general requirement is 5% of corpus or ₹10 crore, whichever is lower. Subcategory-specific rules must be checked separately.
When Do You Need SEBI AIF Registration Support?
Free AIF Valuation guide for fund managers & LPs (2026)
Master DCF, IPEV guidelines, NAV computation, and SEBI-compliant portfolio Valuation for unlisted investments used by independent valuers and institutional LPs.
Includes Valuation methodologies for unlisted portfolio companies, IPEV calibration frameworks, carried interest waterfall models, real estate AIF and credit fund Valuation, and LP reporting standards used by AIF fund administrators across India.
Who Needs an AIF Registration Consultant?
Fund Sponsors
Private Equity and Venture Capital Teams
Investment Managers
Family Offices and Institutional Promoters
Hedge Fund and Public Market Managers
Trustees, Boards and Compliance Leaders
AIF Registration Readiness Matrix
This pre-filing matrix separates the main registration workstreams and highlights the gaps that most often create avoidable clarification cycles.
| Workstream | What SEBI Expects to See | Common Pre-Filing Gap |
|---|---|---|
| Applicant AIF | Correct legal form, permitted objects, private-placement restriction, PAN and registered constitutional documents. | Objects or deed clauses do not match the proposed AIF activity or category. |
| Sponsor | Clear ownership, fit-and-proper declarations, regulatory history and capacity to maintain continuing interest. | Complex ownership is not traced to controlling persons or financial capacity is not evidenced. |
| Investment Manager | Defined governance, infrastructure, manpower, compliance responsibility and investment-management capability. | Roles, decision rights and operating resources are described only at a high level. |
| Key Investment Team | Named personnel with the required certification and professional qualification, supported by consistent profiles. | Form A, PPM and supporting resumes show different designations, experience or credentials. |
| First-Scheme PPM | A category-aligned strategy, material risks, fees, conflicts, governance, valuation policy and required due diligence. | The PPM describes an investment mandate broader than the category or application disclosures. |
Category I, II and III Registration Considerations
| Category | Typical Registration Context | Key Application Focus |
|---|---|---|
| Category I | Venture capital, SME, infrastructure, social impact and other specified strategies. | Subcategory eligibility, developmental or sector mandate, investment restrictions and category-specific conditions. |
| Category II | Private equity, private credit, real estate, special situations and funds that do not fall within Category I or III. | Clear investment thesis, no return-enhancing leverage beyond permitted use, concentration controls and deal-governance framework. |
| Category III | Hedge, long-short, derivative, trading and other complex strategies that may employ leverage. | Risk management, leverage controls, valuation and NAV governance, custodian arrangements, operational capability and reporting readiness. |
Category selection is not a marketing label. Once registered under a category, a later category change requires SEBI approval. The investment strategy, portfolio instruments, borrowing or leverage approach and proposed investor disclosures should therefore be tested before Form A is finalized.
Legal Structures and Their Registration Implications
- Trust: The most commonly used AIF form. The registered Trust Deed must permit AIF activity, restrict public solicitation and clearly establish the trustee, Sponsor and Manager roles.
- Limited Liability Partnership: The LLP must be duly incorporated and its partnership agreement filed with the Registrar. Designated partners carry the relevant application and governance responsibilities.
- Company: The Memorandum and Articles of Association must support the AIF activity and private-placement model. Board governance and Companies Act requirements operate alongside the AIF framework.
- Body Corporate: The entity must be established under applicable Central or State law and permitted to carry on AIF activity. The exact governance and filing pathway depends on its enabling legislation.
The registration page should not be treated as a substitute for legal structuring. Entity choice affects tax, governance, investor rights, closing mechanics and ongoing administration, so legal and tax advice should be coordinated before the application is locked.
SEBI AIF Registration Fees and Professional Fee
| Fee Type | Current SEBI Amount | When Payable |
|---|---|---|
| Application Fee | ₹1,00,000 plus 18% GST | At fresh registration filing through the SI Portal. |
| Category I Registration Fee | ₹5,00,000 plus 18% GST | After SEBI approval and before Form B, excluding Angel Funds. |
| Angel Fund Registration Fee | ₹2,00,000 plus 18% GST | After SEBI approval and before Form B. |
| Category II Registration Fee | ₹10,00,000 plus 18% GST | After SEBI approval and before Form B. |
| Category III Registration Fee | ₹15,00,000 plus 18% GST | After SEBI approval and before Form B. |
| Scheme Filing Fee | ₹1,00,000 plus applicable GST | For applicable scheme filings. The first scheme is exempt from the scheme fee under Regulation 12(2). |
SEBI fees are statutory fees and can be revised. The amount and payment instructions should be reconfirmed on the SI Portal on the payment date, including the requirement to remit the exact amount without rounding.
Professional advisory fees are separate from SEBI fees. They depend on the category, legal structure, ownership complexity, readiness of Form A and the PPM, number of query cycles, and the involvement required from legal counsel, trustee, merchant banker, tax advisor or other appointed professionals. A fixed scope and fee proposal should be agreed after the initial review.
Documents and Information Required for AIF Registration
- Form A Package: A duly completed Form A in the prescribed format, signed and stamped, together with the applicable registration checklist and undertakings.
- Constitutional Documents: Registered Trust Deed, LLP agreement with incorporation certificate, or Memorandum and Articles of Association with company incorporation certificate, as applicable.
- Identity and Address Records: PAN and address proof for the applicant, Sponsor, Manager, trustee and relevant directors, partners, key management personnel and key investment team members.
- Ownership and Control Details: Shareholding or partnership interests, voting rights, controlling persons, ultimate beneficial owners and details of persons holding the prescribed ownership threshold.
- Financial Capacity Evidence: Latest CA-certified net worth information and financial statements for the Sponsor and Investment Manager to support the continuing-interest commitment.
- Regulatory and Litigation Declarations: Fit-and-proper declarations, regulatory registrations, adverse-action history, securities-market litigation and prior registration-refusal disclosures.
- Key-Person Credentials: Profiles, qualifications and NISM Series XIX-C certification details where applicable, aligned across Form A, resumes and the PPM.
- Business Plan and Strategy: Proposed category, targeted investors, corpus, tenure, investment objective, instruments, sectors, concentration approach, risk management and exit framework.
- First-Scheme PPM: Draft PPM and related undertakings, with merchant banker due diligence where required, filed in coordination with the registration application.
- Organization and Compliance Information: Governance chart, decision-making committees, compliance officer details, infrastructure, service providers and conflict-management framework.
Our SEBI AIF Registration Process
A structured five-step approach to move your AIF from registration readiness and documentation through SEBI filing, query resolution, and first-scheme launch.
Registration Scoping & Readiness Review
We assess the proposed fund structure, AIF category, Sponsor, Investment Manager, key investment team, investment strategy and eligibility requirements before starting the application.
Documentation & PPM Coordination
We organise the constitutional documents, declarations, KYC records, ownership details, financial information and scheme documentation required for the SEBI AIF registration application.
Form A Preparation & Application Filing
We prepare the prescribed Form A, align the information with the supporting documents and PPM, and coordinate submission of the registration application through the applicable SEBI filing process.
SEBI Query Resolution & Registration
We coordinate responses to regulatory queries, update supporting documents where required and assist with the registration-fee process leading to issuance of the Certificate of Registration in Form B.
First-Scheme Launch & Compliance Handover
After registration, we coordinate the first-scheme documentation, outstanding PPM requirements and transition the fund into its ongoing SEBI AIF compliance framework.
Indicative AIF Registration Timeline and Regulatory Stages
AIF registration should be planned as a sequence of readiness, filing, review and approval stages. SEBI has stated that it endeavours to complete AIF registration applications within 30 working days, but this is an administrative objective rather than a guaranteed statutory deadline. Time spent by the applicant responding to queries, obtaining third-party documents or resolving regulator comments can extend the elapsed timeline.
| Stage | Planning Consideration | Main Dependency |
|---|---|---|
| Pre-Filing Readiness | Complete the entity, ownership, key-person, strategy, financial-capacity and PPM review before final submission. | Availability and consistency of documents. |
| Form A Submission | File through the SI Portal, pay the application fee and complete any additional submission requirement then in force. | Correct portal fields, signed forms and payment. |
| SEBI Review | SEBI may seek information or clarification on the applicant, Sponsor, Manager, strategy, credentials or scheme documents. | Quality and speed of complete responses. |
| Approval and Form B | Pay the category-specific registration fee after approval so that the registration certificate can be issued. | Fee completion and final conditions, if any. |
| First-Scheme Launch | For a first non-LVF scheme, launch eligibility is the later of registration or 30 days after PPM filing, unless otherwise advised by SEBI. | PPM filing, merchant banker due diligence and comments. |
What You Receive from the Registration Engagement
Key Benefits of Professional AIF Registration Advisory
Why Choose Elite Valuation for SEBI AIF Registration Support?
- Senior-Led Financial Advisory
Every engagement is directed by senior professionals who understand how regulatory disclosures connect with fund economics, governance and investor communication. - Registration-Specific Scope
The mandate stays focused on eligibility, application quality, regulatory queries and launch sequence rather than blending every AIF service into one generic page. - Ex-EY Documentation Discipline
CA Sagar Shah brings a structured review approach suited to applications involving multiple entities, professional teams and evidence sets.
- Integrated Valuation Understanding
As an IBBI Registered Valuer-led firm, Elite Valuation understands the valuation-policy and portfolio-reporting considerations that should be anticipated in the PPM and post-registration framework. - Clear Professional Boundaries
Legal opinions, trustee certifications and merchant banker due diligence remain with the appropriately appointed professionals, while we coordinate the financial and registration documentation workstreams. - Nationwide Coordination
We support sponsors, managers and advisors across major Indian commercial centers through a structured digital documentation and review process, including physical regulatory liaising and SEBI coordination in Mumbai where required.
Our Clients
Fund Strategies and Registration Situations We Support
Trusted by Leaders.
Proven by Results.
What founders, CFOs, and investors say about working with Elite Valuation.
"The team at Elite Valuation was very helpful in our multiple Valuations. CA Sagar Shah personally ensured the Valuation was objective and clearly explained to us, which helped fix the gap during negotiations. They are responsive, professional, and truly understand the complexities of M&A. Highly recommend their expertise for any deal."
"We've been working with Elite Valuation for our ESOPs for a few years now, and they've been great. They handle the complex regulatory side of things very smoothly, making sure our reports are always audit-ready and easy to understand. The team is professional and always help us meet a deadline, and they really know how to manage equity Valuations for larger companies. Highly recommended if you need a reliable partner for compliance."
"Elite Valuation has been our go-to firm for our all type of Valuations be ie Merger, ESOP, Preferential Valuation of listed companies. They understand the nuances of different regulations, complex Valuation modelling and always ensure the assumptions are well-supported and defensible during audits. Their consistency and reliability make them a trusted partner for all of our Valuation requirements ."
"We engaged Elite Valuation for a merger Valuation involving more than 12 group companies, and the experience was seamless. Mr Sagar Shah and his team built a robust model that satisfied all stakeholders. Their understanding of regulatory requirements and Valuation complexities made them an invaluable partner throughout the process."
"Sagar and his team understand ESOP and Business Valuation and compliance very well. What we like most is that they take the time to explain the numbers and the logic behind them, which has been very useful for us internally. It feels like working with a team that genuinely knows the space well."
"We issued compulsorily convertible debentures as part of a funding round, and Elite Valuation provided a robust Valuation that addressed all regulatory and stakeholder requirements. Their familiarity with instrument-specific Valuation methodologies and SEBI requirements was very evident."
"As a first-time fundraiser, we had no idea where to begin. Elite Valuation built an investor-grade financial model and a detailed Investor Memorandum for us, while guiding us on exactly what institutional investors look for. Mr. was patient, responsive, and made the entire process approachable. We walked into every investor meeting fully confident. Truly a reliable partner for anyone navigating fundraising for the first time."
"We have engaged Elite Valuation across a range of assignments, including share issuances, transfers, ESOPs, preferential allotments, rights issues, and merger Valuations. Their execution has consistently reflected strong technical depth and a clear understanding of regulatory frameworks. The team delivers well-structured, defensible Valuation reports with a high level of precision and professionalism. Their ability to manage complex mandates within tight timelines, without compromising on analytical rigor, is particularly noteworthy. Elite Valuation combines technical expertise with commercial insight, making them a dependable partner for Valuation engagements. We highly recommend their services.""
"Over the last few years, we've engaged Elite Valuation for multiple Valuation projects for multiple of our clients. Their reports are always comprehensive, well-documented, and fully aligned with regulatory requirements under Income-tax and FEMA. CA Sagar Shah's insights were instrumental in ensuring a smooth process and his expertise added tremendous value throughout. Highly recommended for multinational enterprises and large firms."
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