AIF Structures
Alternative Investment Funds are the primary regulated vehicle for pooled capital in India. Whether you set one up under SEBI domestically or under IFSCA at GIFT City depends on who your investors are, where the capital comes from, and how you want to deploy it.
In this article
An Alternative Investment Fund (AIF) is a privately pooled investment vehicle that collects funds from sophisticated investors — whether Indian or foreign — for investing in accordance with a defined investment policy. AIFs in India are regulated by SEBI under the SEBI (Alternative Investment Funds) Regulations, 2012, or by IFSCA for funds domiciled at GIFT City.
AIFs are the standard vehicle for private equity funds, venture capital funds, infrastructure funds, real estate funds, private credit funds, and hedge funds operating in India. They replaced the earlier SEBI (Venture Capital Funds) Regulations and consolidated regulation of all alternative pooled vehicles under a single framework.
Who can invest in an AIF? Only sophisticated investors — minimum ticket size of ₹1 crore per investor (₹25 lakh for employees/directors of the fund). There is no public offering. AIFs cannot accept retail investors.
SEBI divides AIFs into three categories based on investment strategy and the perceived economic and social benefit of the fund. Category I and II are the most relevant for infrastructure, real assets, private credit, and growth equity mandates.
Category I
Venture, Infrastructure & Social
Category II
Private Equity & Debt Funds
Category III (hedge funds, long-short, derivatives) is not covered in this article. Category III uses complex trading strategies, is allowed to use leverage, and faces additional regulatory oversight. It is less common for infrastructure and real asset mandates.
A domestic SEBI AIF is incorporated in India — typically as a trust (most common), LLP, or company — and registered with SEBI under the AIF Regulations. It operates in Indian Rupees, invests in Indian assets, and its investors are subject to Indian tax law.
This is the single most important tax feature of Category I and II AIFs. The fund itself is not taxed. Income — whether capital gains, interest, or dividends — is passed through to investors and taxed in their hands at applicable rates. The fund files an information return but does not pay tax at the fund level.
A GIFT City AIF is domiciled at Gujarat International Finance Tec-City, India's only onshore International Financial Services Centre, and regulated by IFSCA (International Financial Services Centres Authority). It operates in foreign currency (primarily USD), and is treated as an offshore entity for most Indian regulatory purposes — while physically remaining in India.
GIFT City offers two primary fund management frameworks: the Fund Management Entity (FME) registration for managing funds, and the ability to set up AIFs under IFSCA regulations which mirror SEBI AIF categories but with important differences.
IFSC Banking Units at GIFT City can extend External Commercial Borrowings (ECBs) to Indian entities, provide USD-denominated project finance, and offer trade finance facilities that are simply unavailable in the domestic banking system. For infrastructure funds that need to offer both equity and debt capital to portfolio companies, this is a significant structural advantage.
Practitioner note: A GIFT City AIF combined with an IBU credit facility is increasingly used for infrastructure and renewable energy transactions where the fund takes an equity stake and the IBU provides USD construction finance or refinancing alongside — creating a one-stop capital solution for the portfolio company.
| Parameter | Domestic SEBI AIF | GIFT City IFSCA AIF |
|---|---|---|
| Regulator | SEBI | IFSCA |
| Currency | Indian Rupee (INR) | Foreign currency (USD / EUR) |
| Min corpus | ₹20 crore (~USD 2.4M) | USD 3M (retail) · No min (non-retail) |
| Min LP ticket | ₹1 crore (~USD 120K) | USD 150,000 |
| Tax at fund level | Pass-through (Cat I/II) | 10-year tax holiday + pass-through |
| STT / stamp duty | Applicable | Exempt at GIFT |
| Ideal LP base | Indian residents · NRIs · Domestic FOs | NRIs · GCC · Singapore · Foreign FOs |
| IBU debt access | Not available | Available |
| FEMA treatment | Domestic — no FEMA complexity | Treated as offshore — FEMA rules apply for India deployment |
| Listing exchange | BSE / NSE | NSE IFSC / BSE IFSC |
| Setup time | 10–16 weeks | 8–14 weeks |
| Service provider depth | Deep — Mumbai / Delhi | Growing — GIFT City |
| Compliance complexity | Moderate | Moderate · Additional FEMA layer for India deployment |
Incorporate the fund vehicle
Set up the trust (preferred), LLP, or company. Trust deed or LPA drafted with investment objectives, governance framework, and distribution waterfall. Appoint trustee company.
Appoint Investment Manager
The Investment Manager (IM) is the registered entity responsible for fund management. If the IM is not already SEBI-registered, a separate SEBI registration is required. Key personnel must meet fit-and-proper criteria.
Draft fund documents
Private Placement Memorandum (PPM), Investment Management Agreement (IMA), Contribution Agreement, and Trustee Agreement. SEBI requires PPM to follow prescribed format with mandatory disclosures.
File SEBI application
Application filed online via SEBI SCORES / intermediary portal. SEBI reviews within 21 working days for in-principle approval. Queries are common — typically 1–2 rounds of clarification.
SEBI registration certificate
Post approval, registration certificate issued. Fund can commence LP onboarding, KYC/AML, and capital calls. First close typically within 3–6 months of registration.
Set up GIFT City entity
Incorporate a company or LLP at GIFT City IFSC. Requires a registered address within the IFSC zone. Can be a subsidiary of an existing Indian entity or a standalone IFSC vehicle.
Apply for FME registration
Three categories: Authorised FME (retail schemes), Registered FME (non-retail), and Non-Retail FME. Most advisory practices start with Registered or Non-Retail FME. Application to IFSCA with fit-and-proper documentation.
Draft fund scheme documents
Scheme Information Document (SID), Investment Management Agreement, and Contribution Agreement in USD. IFSCA scheme documents follow a similar structure to SEBI PPM but with IFSC-specific disclosures.
File IFSCA scheme application
Filed with IFSCA. Processing is generally faster than SEBI for non-retail schemes. Typical turnaround 4–8 weeks for FME registration plus scheme approval.
Open IBU bank account
Open USD fund account with an IFSC Banking Unit (major Indian banks have IBUs at GIFT City). This account receives foreign LP capital and routes deployment into India via the FDI / FVCI route as applicable.
The choice between a domestic SEBI AIF and a GIFT City IFSCA AIF is primarily driven by where your LPs are and what currency they want to invest in.
Bottom line: Neither structure is inherently superior. A domestic SEBI AIF is faster to raise from Indian LPs. A GIFT City AIF unlocks foreign capital, USD denomination, and IBU infrastructure. For funds targeting both, a master-feeder combining both is the most robust architecture — and increasingly the market standard for mid-sized infrastructure and private credit funds.
I advise on AIF category selection, fund documentation, SEBI and IFSCA registration, and LP targeting across domestic and GIFT City structures. If you are evaluating an AIF setup, I am happy to have a preliminary conversation.