Alternative Investment Fund registration

Have you been searching for alternative investment opportunities that can produce higher returns? Then, you’ll find that registering with an Alternative Investment Fund (AIF) is a great way to diversify your portfolio. AIFs are investment vehicles that offer a range of untraditional investment options outside of the traditional stock and bond market. However, before you dive into the world of AIFs, it’s important to understand the basics of AIF registration and the benefits it provides. In this blog post, we’ll take a comprehensive look at the AIF registration process, highlighting the advantages that individual and institutional investors can gain when they choose to invest in an AIF. So, keep reading to learn everything you need to know about Alternative Investment Fund registration.

1. Introduction to Alternative Investment Funds

Alternative Investment Funds (AIFs) are privately pooled investment vehicles that collect funds from sophisticated investors and invest them in non-traditional assets such as private equity, venture capital, hedge funds, real estate, and managed futures. Unlike conventional investments like stocks and bonds, AIFs offer an avenue to explore alternative investment opportunities and diversify portfolios. Generally, high-net-worth individuals and institutions invest in AIFs since they require a significant investment amount. AIFs are governed by the Securities and Exchange Board of India (SEBI) and are not classified under the mutual fund regulations laid down by SEBI. These funds are not available through public issues like initial public offerings, which apply to mutual funds or other collective investment schemes. The AIF Regulation 2012 defines AIFs as privately held and managed pools of investment funds, organized in the form of a body corporate company or trust. Different eligibility criteria and legal requirements must be met for AIF registration. AIFs offer greater flexibility, diversification, lucrative risk-return ratio, and structured products with risk mitigation, making them attractive to high-net-worth individuals. 

2. Eligibility Criteria for AIF Registration

To register as an Alternative Investment Fund (AIF) in India, certain eligibility criteria needed to be fulfilled. Firstly, the entity must have clauses in its documents such as MOA, Trust Deed, or Partnership Deed about carrying on the activity as an AIF. The respective Trust Deed or Partnership Deed must also be registered with the respective registrar by the applicable laws. The entity should also prohibit an invitation to the public to subscribe to its securities, and the maximum number of investors should not exceed 1,000. Additionally, the AIF sponsor and manager must be “fit and proper” as prescribed by SEBI regulations. The key investment team of the investment manager must possess adequate experience and comprise at least one key personnel having a minimum of 5 years of relevant experience. Lastly, the AIF should clearly describe its investment objectives, strategy, proposed corpus of the fund, tenure, and targeted investors. It should also have a minimum corpus of at least Rs. 20 crores (or Rs. 5 crores minimum for an Angel Fund). 

3. Types of AIFs in India

Alternative Investment Funds (AIFs) in India are non-conventional investment vehicles that collect money from private investors to invest in different alternative investment options. The Securities Exchange Board of India (SEBI) has classified AIFs into three categories. Category I AIFs comprise investors who aim to invest in startups, early-stage ventures, small and medium enterprises (SMEs), social ventures, and the infrastructure sector. Venture capital funds (VCFs) generally invest in companies that have growth potential, while angel funds are raised from angel investors who meet specific conditions. SME funds invest in small and medium enterprises, while social venture capital funds or impact funds invest in companies that focus on bringing positive change in society or solving social and environmental issues. Infrastructure funds primarily invest in infrastructural projects, and the Government offers incentives and concessions to investors who invest in such funds. Category I AIFs provide a lucrative investment opportunity to investors who wish to invest in unlisted and private spaces of high-growth potential companies. 

4. Fund Size and Investor Criteria for AIFs

Alternative Investment Funds (AIFs) in India are privately pooled investment funds that cater to sophisticated private investors. These funds aim to generate returns for investors and diversify their portfolios beyond traditional investment categories like equities, bonds, and real estate. The minimum investment amount for an individual who is not working in an AIF is INR 1 crore, while for AIF employees, directors,s and fund managers it is INR 25 lakhs. Unlike mutual funds, AIFs are not governed by the Securities and Exchange Board of India’s mutual fund regulations. Instead, they have their own set of rules and regulations set by SEBI.

There are three categories of AIFs in India: Category I, Category II, and Category III. Category I AIFs invest in early-stage small and medium-sized enterprises, while Category II AIFs invest in mid-sized and high-growth companies. Category III AIFs are for investors with a high-risk appetite and invest in a range of assets, including listed and unlisted securities, foreign securities, and derivatives. To invest in an AIF, the investor must be a foreign national, resident Indian, or non-resident Indian, and have a minimum investment amount of INR 1 crore.

The AIF industry in India has grown rapidly in recent years, with total commitments raised across the AIF industry increasing by over 10 times in the last five years. Category II AIFs make up the largest portion of total commitments raised, followed by Category III and Category I. Despite their popularity among sophisticated investors, AIFs cannot have more than 1,000 investors, except for angel funds, which cannot have more than 49 investors. Additionally, AIFs have a lock-in period of at least three years.

AIFs offer several benefits to investors, including diversification of portfolios, exploration of new investment strategies, and less volatility than pure equity investments. The AIFs in India can be established as trusts, corporate bodies, companies, or limited liability partnerships. However, due to the high investment amounts and fees, AIFs do not have much scope to advertise and can only be marketed to a limited number of investors.

In conclusion, AIFs in India offer an alternative investment option beyond traditional investment categories to investors who are willing to take on higher risks for higher returns. The industry has witnessed rapid growth in recent years, and Category II AIFs make up the largest portion of total commitments raised. While AIFs offer several benefits to investors, they are subject to strict regulations and can only be marketed to a limited number of investors due to high investment amounts and fees. 

5. Prohibited Entities for AIF Registration

Alternative Investment Funds (AIFs) are pools of investments that offer opportunities outside of traditional investment options like stocks and bonds. In India, SEBI-registered AIF entities enable qualified individuals to form a fund and raise funds from eligible investors. However, certain entities are prohibited from being registered as AIFs, according to SEBI guidelines. These include trust or gratuity-registered entities whose primary objective is employee benefits and family trusts that aim to provide benefits to relatives. These limitations underline the government and regulatory bodies focus on AIFs’ responsible investment practices and social and economic desirability. The nature and risk of investment in AIFs differ from traditional investment options, and AIF registration conditions and requirements ensure their proper functioning. 

6. Required Documents for AIF Registration

To register as an Alternative Investment Fund (AIF), certain documents are required to be submitted to SEBI. These documents include the trust deed or the Memorandum of Association and Articles of Association in the case of a company. The trust deed or Memorandum of Association must contain clauses related to carrying out the activities as an AIF and should prohibit any invitation to the public to subscribe to its securities. Additionally, the documents should have a specific description of the objectives of investment, the strategy of investment, the proposed corpus of the fund, tenure, and targeted investors. The registration application should also contain specifics of the applicant sponsor and manager. The sponsor and manager of the AIF should possess the necessary infrastructure and manpower to discharge its activities, and the members of the key investment team should have adequate experience. The application needs to have information on the corpus amount and the minimum corpus, which according to SEBI, should be at least INR 20 crore (INR 5 crore for an Angel Fund). The legal and regulatory requirements are crucial aspects of AIF registration, and having accurate documentation can ensure a smooth and successful registration process. 

7. Business Plan and Investment Strategy for AIFs

Alternative Investment Funds (AIFs) are privately pooled investment vehicles that collect funds from investors and invest them in different forms of companies and start-ups. To operate as an AIF, an entity must obtain a certificate of registration from the Securities and Exchange Board of India (SEBI). To receive approval, the entity must provide a detailed business plan and investment strategy outlining how it intends to use the funds to benefit investors.

The business plan should detail the specific niche or area in which the fund will invest, whether it be venture capital, SME funds, social impact funds, infrastructure funds, special situation funds, or any other AIF prescribed by SEBI. Additionally, it should demonstrate consideration for any sectors or areas that are considered socially or economically desirable by the government or regulators. AIFs should also detail their risk management strategy, including identifying and mitigating potential risks associated with their investments.

Investment strategy is another critical aspect of the AIF registration process. The strategy should demonstrate how the entity intends to allocate funds, diversify investments, and evaluate potential investments. It should also indicate whether the fund will undertake leverage or borrowing to finance day-to-day operational activities, as permitted under SEBI regulations. In particular, AIFs should have a clear exit strategy for investments and exit timelines for each investment.

AIFs seeking registration must be incorporated as a trust, company, limited liability partnership, or body corporate that is compliant with applicable regulations, and the business plan and investment strategy should accord with the memorandum of association. The eligibility criteria for AIFs vary depending on the structure of the entity. Specifically, a company should have a memorandum of association that permits carrying out activities as an AIF, whereas an LLP must have an agreement that defines its roles and responsibilities related to the AIF. Similarly, trusts should have trust deeds that define their roles and responsibilities regarding the AIF, and body corporates must demonstrate compliance with relevant regulations governing their activities. 

8. Regulations for AIFs in India

Alternative Investment Funds (AIFs) have become a popular investment option among high-net-worth individuals in India. These funds are privately pooled investment vehicles that collect money from sophisticated private investors to invest in nontraditional investment options. The Securities and Exchange Board of India (SEBI) introduced the SEBI (AIF) Regulations 2012 to govern AIFs. According to these regulations, AIFs can be established as a company, Limited Liability Partnership, or Trust. They are not covered under SEBI’s mutual fund regulations. AIFs require registration with SEBI to raise funds from qualified investors.

SEBI has established eligibility criteria for an entity to be registered as an AIF, including restricting public invitations for share subscriptions, having a maximum of 1,000 investors, and ensuring that investors are either Indian or Non-Resident Indian. The minimum corpus for an AIF must also be INR 20 crores. AIFs can invest in start-up or early-stage ventures, social ventures, infrastructure, or other sectors that the government or regulators deem economically desirable. Different types of AIF investment options have varying levels of risk and reward, so investors must diligently assess their personal risk tolerance before investing.

AIFs pool money from eligible investors to invest in nontraditional investment options like hedge funds, private equity, real estate, commodities, and infrastructure. They are investment options that cater to sophisticated private investors and require a minimum investment of one crore rupees. AIFs can accept funds from Indian, foreign, and Non-Resident Indian investors who understand the risks of investing in unlisted or illiquid securities. Investors must be aware that returns associated with such investments are often not immediate.

SEBI has prohibited trust or gratuity-registered entities or family trusts established for the benefit of relatives from registering as AIFs. AIFs require several documents such as details of registered addresses, registration certificates, partnership deeds, and sponsorship documents. A draft of the placement memorandum, information on past work profiles of sponsors, and a business plan must also be submitted. AIF Category II accounts make up the most significant portion of total commitments raised in India. Category III is the second highest category, followed by Category I.

AIF registration is mandatory in India, and carrying out the business of AIF without registration is illegal. The SEBI can impose significant penalties on entities that violate this rule. Registration is necessary for AIFs to pool funds from eligible investors, and they need to follow all regulations to limit investor risk while still offering benefits for investors. Overall, AIFs in India provide an essential outlet for high-net-worth individuals seeking investment options outside traditional stocks and bonds. 

9. Benefits and Risks of Investing in AIFs

Alternative Investment Funds (AIFs) are becoming increasingly popular among both individual and institutional investors due to the unique benefits they offer. One of the primary benefits of investing in AIFs is asset allocation and diversification of portfolios. With more asset classes than other investment vehicles, AIFs provide flexibility to fund managers while building a portfolio. Moreover, investing in AIFs reduces dependency on the stock market, restricting the risk of fluctuations in stock prices. AIFs operate outside the stock market and achieve returns based on other factors. Since they are not traded publicly, unitholders do not have to face share price fluctuation. With a broader form of investment, AIFs offer higher returns compared to traditional investment vehicles like debentures and shares.

Investing in AIFs also poses some risks but with the potential for higher returns. AIFs have a higher degree of risk since they invest in various assets that are not found in mutual funds. The lack of regulatory supervision poses uncertainty, further increasing the risk for investors. This lack of regulation could result in an undue concentration of investments or inappropriate choice of investments, leading to potential losses. Investors should also take note of the high entry barriers for AIFs. The minimum investment amount is relatively high, making it difficult for small investors to explore the investment avenue.

Despite the risks, investing in AIFs provides tax benefits. Structured in a way that yields more profit and lesser tax, the tax benefits of AIFs pass directly to the investor. AIFs offer two major tax benefits, pass-through of depreciation, and favorable long-term capital gains treatment. Unlike generating income from public investments like bonds and dividends, which can be difficult, cash flow is more comfortable with AIFs, making it one of the best sources of passive income compared to traditional instruments.

In conclusion, investing in AIFs offers unique benefits with high return potential. AIFs are not correlated to the stock market, providing portfolio diversification and flexibility. With a higher degree of risk, investors should be cautious and evaluate all possible risks before entering the market. However, with the potential for higher returns, investing in AIFs can be a lucrative investment opportunity. 

Conclusion

Alternative investments are financial assets that do not fall into one of the conventional categories such as stocks, bonds, or cash. Examples of alternative investments include private equity, hedge funds, real estate, commodities, and collectibles. They tend to have fewer regulations and be somewhat illiquid, thus most alternative assets are held by institutional or accredited high-net-worth individuals due to their complex nature, lack of regulation, and degree of risk. Despite the high initial minimums and upfront investment fees, transaction costs are typically lower than those of conventional assets due to lower levels of turnover. Moreover, alternative investments may double as a hobby with art, sports memorabilia, entertainment memorabilia, or other collectibles. It is important to note that most alternative assets are fairly illiquid, making it more challenging for investors to sell.

Investing in alternative funds raises several challenges for Third Country AIFMs, or non-EU AIFMs, seeking to raise investment capital in Europe for funds that would constitute AIFs under the AIFMD. Under the AIFMD, Third Country AIFMs are subject to filing and disclosure requirements when marketing their AIFs in the EU. Later this year, the EU will introduce the CBD Legislation to introduce an enhanced pre-marketing regime and other changes to the marketing regime introduced by the AIFMD. These changes will have potentially significant consequences for alternative investment fund managers based and operating outside the EU. Moreover, the UK has left the EU, creating compliance challenges for investment managers operating both in the UK and the EU.

Sustainable Finance Disclosure Regulation (SFDR) requires mandatory disclosures for funds being marketed in the EU. Third Country AIFMs should be aware of their obligations under the AIFMD and assess the impact of the SFDR on their operations. The AIFMD defines marketing as a direct or indirect offering or placement at the initiative of the AIFM or on behalf of the AIFM of units or shares of an AIF it manages to or with investors domiciled in the EU. When a Third Country AIFM markets an AIF in the EEA, it must do so under the requirements of the national private placement rules (NPPRs) of the EEA member state in which it proposes to market the AIF. Reporting certain matters to the regulator, making prescribed disclosures to the AIF’s investors, and providing investors in that Member State with an annual report for the AIF are some of the requirements.

In summary, alternative investments offer investors the chance to invest in financial assets that do not fall into conventional categories. Although they may have high initial minimums and upfront investment fees, transaction costs are typically lower than those of conventional assets due to lower turnover. However, alternative investments are usually illiquid, making it more challenging for investors to sell. Third Country AIFMs intending to market their funds in the EU must comply with the AIFMD regulations, including mandatory disclosures under the SFDR. The implementation of the CBD Legislation and the UK’s exit from the EU add more compliance challenges for Third Country AIFMs operating both in the UK and the EU.