AIF Registration Services in India
End-to-End AIF Advisory, Fund Structuring, PPM Drafting, SEBI Registration & Compliance for AIFs
Elite Valuation handles the complete AIF registration process — from fund structuring and legal entity formation to PPM drafting, Form A filing, SEBI query resolution, and post-registration compliance setup. Every step is designed to minimise SEBI query cycles and get your fund operational faster.
We work with VC fund managers, PE sponsors, family offices, HNI syndicates, and first-time fund managers across India — as well as GIFT IFSC-based structures for international investor pools.
AIF Setup Experts in India
Elite Valuation is a specialist AIF advisory firm offering SEBI compliance, fund structuring, and independent Valuation expertise — all under one roof. Unlike generalist firms, we work exclusively at the intersection of regulatory registration and financial reporting, which means your fund documents and Valuation framework are aligned from Day 1.
Led by CA Sagar Shah (Ex-EY, IBBI Registered Valuer, and Company Secretary), we apply the SEBI (Alternative Investment Funds) Regulations, 2012, Income Tax frameworks, and FEMA guidelines to deliver compliance-first AIF registration and setup advisory across India.
We support all three SEBI AIF categories — Category I (VC Funds, Angel Funds, SME Funds), Category II (PE Funds, Debt Funds, Fund of Funds), and Category III (Hedge Funds, Long-Short Equity). We also advise on GIFT IFSC-based fund structures for managers targeting an international investor base.
Our AIF Registration & Setup Solutions
We cover every stage of your AIF's formation and registration:
Understanding AIF Categories Before You Register — Category I vs II vs III
Before registering your AIF with SEBI, it is crucial to identify the right category — as it directly determines your fund structure, leverage permissions, tax treatment, and applicable regulatory incentives.
| Parameter | Category I AIF | Category II AIF | Category III AIF |
|---|---|---|---|
| Fund Types | Venture Capital Funds, SME Funds, Social Venture Funds, Infrastructure Funds, Angel Funds | Private Equity Funds, Debt Funds, Real Estate Funds, Fund of Funds | Hedge Funds, PIPE Funds, Long-Short Funds, Macro Funds |
| Concentration | 25% of investable funds | 25% of investable funds | 10% of funds or NAV |
| Leverage | Not permitted (temporary borrowing only) | Not permitted (temporary borrowing only) | Permitted with investor consent & SEBI limits |
| Tax Treatment | Pass-through | Pass-through | Fund-level taxation |
| SEBI Incentives | Government & SEBI concessions available | No special incentives | No special incentives |
| Structure & Tenure | Closed-ended, minimum 3 years | Closed-ended, minimum 3 years | Open-ended or Closed-ended |
| Nature of Investments | Startups, early-stage VCs, social impact & infrastructure investors | Growth equity, buyouts, real estate & debt strategies | Institutional investors, high-frequency & multi-strategy traders |
What is AIF Registration & Setup?
AIF registration and setup is the complete process of structuring, incorporating, and registering your fund with SEBI to obtain the Certificate of Registration. This includes selecting the right legal entity (Trust, LLP, or Company), choosing your SEBI AIF category (I, II, or III), appointing the Sponsor and Investment Manager, drafting the Private Placement Memorandum (PPM), filing Form A on the SI Portal, and resolving SEBI queries until registration is granted.
Key AIF Registration Numbers (2026):
- Minimum Corpus: ₹20 crore per scheme (₹5 crore for Social Impact Funds; no minimum for Angel Funds )
- SEBI Application Fee: ₹1,00,000 + 18% GST
- Regulatory Authority: SEBI
- Minimum Investor Commitment: ₹1 crore per investor (₹25 lakh for employees/ directors; no minimum for Accredited Investors or Angel Fund investors; ₹25 crore per investor for Accredited Investors only funds)
- SEBI Registration Fee: ₹5,00,000 (Cat I other than Angel) | ₹10,00,000 (Cat II) | ₹15,00,000 (Cat III) | ₹2,00,000 (Angel Funds);
- Scheme Fee ₹1,00,000 (first scheme waived)
- Permitted Legal Structures: Trust, Company, LLP, Body Corporate
- Certificate Validity: Lifetime (Valid until the AIF is wound up)
Any entity raising pooled capital from investors in India must hold a valid SEBI AIF registration. Operating without registration is a serious regulatory violation under the SEBI Act.
Get Expert AIF Registration Support
When Do You Need AIF Registration & Setup Services?
AIF registration is triggered by specific fund launch events, regulatory mandates, or structural transitions:
Who Needs AIF Registration Services?
Our AIF registration advisory serves fund managers, sponsors, and institutional investors across all three SEBI categories:
Venture Capitalists & Angel Investors
Private Equity & Credit Fund Managers
Hedge Fund & Derivatives Managers
Family Offices & Ultra-HNIs
Institutional Fund Houses
Startups & Accelerators
AIF Registration — Eligibility Criteria & SEBI Requirements
Before filing Form A with SEBI, your fund must meet these eligibility requirements. We assess every criterion at the start of each engagement:
GIFT IFSC Fund Structures — The Parallel Track to SEBI AIFs
For fund managers targeting international investors, GIFT IFSC offers a parallel regulatory pathway to SEBI-registered AIFs — with tax advantages and regulatory flexibility unavailable onshore.
GIFT IFSC funds are regulated by the International Financial Services Centres Authority (IFSCA) under the IFSCA (Fund Management) Regulations, 2022 — a single, consolidated framework covering venture capital, private equity, and hedge fund strategies. Unlike SEBI AIFs, IFSCA funds can pool commitments from global investors in foreign currency, qualify for a tax holiday under Income Tax Act, and operate outside India's domestic FEMA restrictions.
Elite Valuation advises on both tracks — SEBI AIFs for domestic pools and GIFT IFSC funds for international capital — enabling a unified strategy across your onshore and offshore fund architecture.
Why Professional AIF Registration Advisory Matters
AIF Regulatory Compliance (SEBI, PMLA, Income Tax & FEMA)
Every AIF in India must comply with multiple overlapping regulatory frameworks from registration through its entire fund life:
- SEBI (AIF) Regulations, 2012
Compliance with AIF registration, category classification, and ongoing reporting obligations. - SEBI (Intermediaries) Regulations, 2008
Adherence to fit-and-proper criteria for Sponsors and Investment Managers. - Prevention of Money Laundering Act (PMLA)
Ensuring KYC/AML compliance for investor identification and source-of-funds verification. - Income Tax Act
Pass-through taxation for Category I & II AIFs and fund-level taxation for Category III. - FEMA & RBI
Ensuring foreign investor onboarding meets RBI and FEMA guidelines for FDI in AIFs. - SEBI Ongoing Reporting
Adherence to quarterly/monthly SEBI reports, annual PPM audit, and custodian compliance.
Fund Structuring & Legal Vehicle Selection
The legal vehicle you choose for your AIF affects everything tax treatment, governance, investor rights, and SEBI approval speed. We advise on this before any registration work begins.
Trust
LLP
Company / Body Corporate
How We Help You Choose: We look at your AIF category, investor profile (domestic vs. foreign), tax preference, exit mechanics, and FEMA requirements and recommend the structure that fits your fund's full lifecycle, not just the registration stage.
Private Placement Memorandum (PPM) Drafting for SEBI AIF Registration
The PPM is the most scrutinized document in your AIF registration. SEBI reviews it before granting approval. Investors rely on it before committing capital. Auditors reference it every year.
A poorly drafted PPM triggers SEBI queries, stalls registration, and erodes investor confidence before your fund even launches. We draft PPMs aligned with SEBI-prescribed templates (as specified in the SEBI AIF Master Circular) - built to clear SEBI review and ready for investor distribution.
Our AIF Registration Process
A structured six-step process designed to minimize SEBI query cycles and accelerate your fund launch:
Fund Strategy & Structuring
Assess investment mandate, investor profile, and determine optimal legal vehicle, SEBI category, and compliance roadmap.
Entity Formation & Appointments
Incorporate Trust, LLP, or Company. Appoint Sponsor and Investment Manager with fit-and-proper, NISM, and skin-in-the-game compliance.
PPM Drafting
Prepare the complete Private Placement Memorandum — strategy, governance, risks, fees, and Valuation methodology — built for SEBI clearance.
SEBI Filing & Registration
Submit Form A on the SI Portal, manage all SEBI queries, and secure your Certificate of Registration (Form B).
Post-Registration Compliance
Establish SEBI reporting calendar, PPM audit framework, KYC/AML protocols, and custodian appointment process.
What You Receive: AIF Registration Deliverables
Every AIF registration engagement delivers audit-ready documentation for SEBI submission and ongoing compliance:
Why Choose Elite Valuation for AIF Registration?
Compliance-first AIF advisory built on Big 4 rigour, regulatory depth, and senior-led execution across India:
- Ex-Big 4 Pedigree
Founder CA Sagar Shah's background at Ernst & Young (EY) ensures global documentation standards and institutional advisory discipline on every AIF mandate. - AIF Setup + AIF Valuation — One Firm
Both SEBI AIF registration and SEBI-mandated independent portfolio Valuation under one roof. Post-registration, we continue as your fund's independent valuer — zero handoffs. - Tripartite Qualification
Combining CA, CS, and IBBI Registered Valuer expertise to address tax, legal, and Valuation dimensions of AIF registration simultaneously.
- Speed Without Shortcuts
Structured PPM drafting and Form A preparation process designed to minimise SEBI query cycles and accelerate your timeline to Certificate of Registration. - Audit-Grade Documentation
Every deliverable — PPM, compliance calendar, scheme memorandum — is built to withstand SEBI review, investor due diligence, and statutory audit scrutiny. - Execution Certainty & Deal Readiness
We don’t just advise — we ensure closure. Our process-driven approach keeps your AIF on track for timely registration, smooth compliance, and investor readiness.
Our Clients
Where Our Expertise Is Applied
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."
