Private equity fund formation and AIF regulatory advisory
AIF Category I, II and III registration, fund structuring, GP LP arrangements, carried interest waterfall, co investment structures and SEBI AIF compliance.
AIF registration and fund structuring
- SEBI AIF Regulations, 2012: Category I (VCF, social venture, infrastructure, SME), Category II (PE, debt, fund of funds) and Category III (hedge funds, PIPE).
- Trust deed, PPM (Private Placement Memorandum), contribution agreement and investment management agreement drafting.
- Domestic fund structuring: trust, LLP and company vehicles with tax pass through analysis.
- Offshore feeder fund structuring with India AIF as investment vehicle.
GP LP commercial terms and governance
- Management fee, carried interest (hurdle rate, catch up, European vs American waterfall) and clawback provisions.
- Key person clauses, excuse and exclude rights, LPAC (Limited Partner Advisory Committee) composition.
- Co investment rights, follow on investment and portfolio company governance.
- ESG integration and SEBI stewardship code compliance.
Ongoing SEBI AIF compliance
- Annual compliance certificate, auditor report and compliance test filing.
- Leverage limits: Category III (2x), Category II (no leverage except for meeting temporary operational requirements).
- Valuation norms, NAV reporting and investor disclosure requirements.
- SEBI amendments on accredited investor framework and large value AIF provisions.
How AMLEGALS assists
- AIF registration application and SEBI interaction management.
- Fund document drafting: trust deed, PPM, contribution and management agreements.
- Portfolio company investment structuring and exit advisory.
- Ongoing SEBI AIF compliance management.
What clients ask before they commit.
Short, direct, on the record.
01What is the minimum investment in an AIF in India?
The minimum investment by any investor is INR 1 crore for Category I and II AIFs, and INR 1 crore for Category III. The minimum corpus of the fund is INR 20 crore (INR 10 crore for angel funds). Employees and directors of the fund manager can invest INR 25 lakh. Accredited investors have relaxed thresholds under the 2024 framework.
02How is carried interest taxed in an Indian AIF?
Category I and II AIFs have pass through taxation under Section 115UB. Income (other than business income) passes through to investors and is taxed in their hands. Carried interest is typically structured as a share of capital gains flowing to the GP. Category III AIFs are taxed at the fund level on most income categories.
03Can foreign investors invest in Indian AIFs?
Yes. Foreign investors can invest in Indian AIFs subject to FEMA regulations, RBI pricing guidelines and the FDI policy. The AIF must comply with downstream investment restrictions applicable to the sectors in which it invests. Offshore investors must also consider DTAA benefits and treaty shopping provisions.
04What is the timeline for SEBI AIF registration?
SEBI processes an AIF application once the complete application and replies to its queries are on record. In practice, the process takes 3 to 6 months including queries, document submission, and SEBI review. Incomplete applications face delays.
Related resources
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