SEBI (AIF) Regulations, 2012
All 78 regulations. Text as amended up to July 2026; 2026 changes are highlighted.
This is a learning and compliance-preparation tool. Plain-English readings, practical notes, 'what changed' summaries, the timeline and calculators are the portal's interpretation and do not replace professional advice or the notified Gazette text of the IFSCA (Fund Management) Regulations, 2025 and its amendments.
SEBI AIF · Rulebook
All 78 regulations
SEBI (Alternative Investment Funds) Regulations, 2012, as amended
Every regulation in one place, chapter by chapter, with a plain-English summary, what changed in 2026 and practice questions for each.
The rulebook at a glance
78regulations
12chapters
4amended in 2026
326practice questions
Tip: type a number such as 10 to jump straight to that regulation.
Chapter I
Preliminary
Chapter II
Registration of Alternative Investment Funds
Reg3Registration of Alternative Investment FundsNo one can act as an Alternative Investment Fund without a certificate of registration from SEBI.Reg4Eligibility CriteriaSEBI checks a list of eligibility conditions before it registers an AIF.Reg5Furnishing of InformationSEBI can ask the applicant for more information or clarification about the sponsor, the manager, the fund or its activities, both while the application is pending…Reg6Procedure for grant of CertificateSEBI grants registration in a specific category once it is satisfied that the requirements are met and the registration fee in the Second Schedule is paid.Reg7Conditions of certificateA registered AIF must follow the SEBI Act and these regulations, carry on only permitted activities, and tell SEBI straight away if information it gave turns out to…Reg8Procedure where registration is refusedIf SEBI decides not to register an applicant, it must first give a reasonable opportunity of being heard, and it must communicate the rejection within thirty days.
Chapter III
Investment Conditions and Restrictions
Reg9Investment StrategyThe placement memorandum must set out the fund's investment strategy, purpose and methodology.Reg10Investment in Alternative Investment FundRegulation 10 sets the entry rules that apply to every AIF.Reg11Placement MemorandumAn AIF raises money only by private placement, through an information or placement memorandum.Reg12SchemesRegulation 12 governs how a scheme is launched.Reg13TenureCategory I and II funds are close-ended, with a minimum tenure of three years.Reg14ListingUnits of a close-ended AIF may be listed on a stock exchange, but only after the final close of the fund or scheme, and with a minimum tradable lot of one crore rupees.Reg15General Investment ConditionsRegulation 15 sets the conditions that apply across categories.Reg16Conditions for Category I Alternative Investment FundsThese are the investment conditions for Category I AIFs.Reg17Conditions for Category II Alternative Investment FundsThese are the investment conditions for Category II AIFs.Reg17A1[Conditions for co-investment by Category I and II Alternative Investment FundsInvestors of a Category I or Category II AIF can co-invest alongside the fund only through a co-investment scheme launched under these regulations, or through a…Reg18Conditions for Category III Alternative Investment FundsCategory III funds can invest in listed or unlisted securities, derivatives, units of other AIFs and complex or structured products.Reg19Other Alternative Investment FundSEBI can lay down a separate framework for AIFs that fall outside the categories in these regulations.
Chapter III-A
Angel Funds
Reg19ADefinitionsThese definitions apply to angel funds.Reg19BApplicabilityChapter III-A applies to angel funds, their managers, sponsors and angel investors, and to their investments.Reg19CRegistration of angel fundsAn angel fund registers under the same Chapter II process as any other AIF.Reg19DInvestment in angel fundsAngel funds raise money only from accredited investors, by issuing units.Reg19ESchemesAn angel fund does not launch schemes.Reg19FInvestment by Angel FundsAngel funds invest only in start-ups that are not promoted, sponsored by or related to a corporate group with group turnover above ₹300 crore.Reg19GObligations of Sponsors and Managers of Angel FundThe manager or sponsor must keep a continuing interest in each investment of the angel fund of at least 0.5% of the amount invested or ₹50,000, whichever is higher,…Reg19HProhibition of ListingUnits of an angel fund cannot be listed on a stock exchange.
Chapter III-B
Special Situation Funds
Reg19IDefinitionsThese definitions apply to special situation funds.Reg19JApplicabilityChapter III-B applies to special situation funds and their schemes.Reg19KRegistration of special situation fundsA special situation fund registers under the same Chapter II process as any other AIF.Reg19LInvestment in special situation fundsEach scheme of a special situation fund needs the minimum corpus SEBI specifies, and each investor must invest at least the amount SEBI specifies.Reg19MInvestment by special situation fundsA special situation fund invests only in special situation assets and may act as a resolution applicant under the Insolvency and Bankruptcy Code.
Chapter III-C
Corporate Debt Market Development Fund
Reg19NApplicabilityChapter III-C applies only to the Corporate Debt Market Development Fund (CDMDF).Reg19ORegistration of the Corporate Debt Market Development FundThe CDMDF is set up as a trust with a registered trust deed and registers as an AIF under Chapter II.Reg19PInvestment in the Corporate Debt Market Development FundUnits of the CDMDF are offered to asset management companies and to the specified debt-oriented schemes of mutual funds, which invest as the Mutual Funds…Reg19QInvestment conditions for the Corporate Debt Market Development FundIn periods of market dislocation, the CDMDF buys corporate debt securities from the specified debt-oriented mutual fund schemes.Reg19RDisclosuresThe CDMDF discloses its portfolio to unit holders every fortnight and its NAV every day.Reg19SGovernance Mechanism for the Corporate Debt Market Development FundThe CDMDF appoints a trustee company.Reg19TProhibition of ListingUnits of the CDMDF cannot be listed on a stock exchange.Reg19UOthersChapter III-C ceases to exist once the CDMDF is wound up, subject to the saving in this regulation for the manager's continuing obligations.
Chapter III-D
Migrated Venture Capital Funds
Reg19VDefinitionsThese definitions apply to migrated venture capital funds: funds that were registered as venture capital funds under the 1996 VCF Regulations and have moved to the…Reg19WApplicabilityChapter III-D applies only to migrated venture capital funds and their schemes.Reg19XProcedure for grant of CertificateA venture capital fund applies to SEBI in the manner SEBI specifies, and is granted registration as a Category I AIF – Venture Capital Fund (Migrated Venture…Reg19YEligibility CriteriaTo migrate, the applicant must already hold registration as a venture capital fund under the 1996 Regulations and meet the other eligibility conditions in this…Reg19ZProhibition on inviting subscription from the publicA migrated venture capital fund cannot issue any document or advertisement inviting the public to subscribe to or buy its units.Reg19AAPrivate placementA migrated venture capital fund can raise money only through private placement of its units.Reg19ABPlacement memorandum or subscription agreementA migrated venture capital fund either issues a placement memorandum setting out the terms on which money is raised, or enters into a contribution or subscription…Reg19ACContents of Placement MemorandumThe placement memorandum or subscription agreement of a migrated venture capital fund must set out, among other things, the trustees or trustee company and the…Reg19ADInvestment by migrated venture capital fundA migrated venture capital fund cannot put more than 25% of its corpus into a single venture capital undertaking.Reg19AESchemesA migrated venture capital fund cannot launch any new scheme.Reg19AFTenureThe tenure of a migrated venture capital fund is calculated as SEBI specifies.Reg19AGListingA migrated venture capital fund cannot list its units until three years have passed from the date it issued them.Reg19AHMaintenance of RecordsA migrated venture capital fund keeps its records under Regulation 27(1) for eight years after the fund is wound up.
Chapter IV
General Obligations, Responsibilities and Transparency
Reg20General ObligationsThis is the core conduct rule.Reg21Conflict of InterestThe sponsor and the manager act as fiduciaries for investors.Reg22TransparencyAIFs must keep investors informed.Reg23ValuationThe AIF must value its investments in the manner SEBI specifies and tell investors how it values them.Reg24Obligation of ManagerThe manager is the person answerable for day-to-day obligations: dealing with investor complaints, giving SEBI any information it asks for, keeping the records SEBI…Reg24A[ Grievance Redressal MechanismThe Manager must redress investor grievances promptly, and in any case within 21 calendar days of receiving them, in the manner SEBI specifies.Reg25Dispute ResolutionDisputes between investors and the AIF or its manager about activities in the securities market go to a dispute resolution mechanism that includes mediation,…Reg26Power to call for informationSEBI can call for any information from the AIF, its manager, sponsor, trustee or investors about the fund's activities, to assess systemic risk or to prevent fraud.Reg27Maintenance of RecordsThe Manager or Sponsor must keep records of the fund's assets, valuation policies and practices, investment strategies, investors and their contributions, and the…Reg28Submission of reports to the BoardSEBI can at any time ask an AIF to file reports on its activities, in whatever form it requires.Reg29Winding upRegulation 29 covers winding up.Reg29A[Liquidation SchemeAn AIF can launch a liquidation scheme to deal with investments it could not sell during the liquidation period.Reg29B[Dissolution PeriodA scheme of an AIF can enter a dissolution period, in the manner and on the conditions SEBI specifies, after filing an information memorandum with SEBI through a…
Chapter V
Inspection
Reg30Board’s right to inspectSEBI can appoint an inspecting authority to inspect an AIF's books, records and documents, either on its own initiative or on receiving information or a complaint.Reg31Notice before inspectionSEBI gives an AIF at least ten days' notice before an inspection.Reg32Obligation of Alternative Investment Fund on inspectionDuring an inspection, every officer of the AIF and any associated person holding relevant information must cooperate: produce the books and records asked for and…Reg33Submission of report to the BoardThe inspecting authority submits its report to SEBI as soon as possible after the inspection, and an interim report if SEBI asks for one.Reg34Communication of findings, etc. to the Alternative Investment FundAfter considering the inspection report and giving the AIF (or its trustees, directors or manager) a reasonable opportunity of being heard, SEBI can issue the…
Chapter VI
Procedure for Action in Case of Default
Chapter VI-A
Power to Relax Strict Enforcement
Chapter VII
Miscellaneous
Reg36Power of the Board to issue clarificationsTo remove difficulties in applying or interpreting these regulations, SEBI can issue clarifications and guidelines through circulars, including separate circulars,…Reg37Delegation of powersPowers given to SEBI under these regulations can be exercised by any SEBI officer to whom they are delegated by an order under section 19 of the SEBI Act.Reg38Amendments to other RegulationsThe regulations listed in the Third Schedule are amended as set out in that Schedule.Reg39Repeal and SavingThese regulations repealed the SEBI (Venture Capital Funds) Regulations, 1996.
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This is a learning and compliance-preparation tool. Plain-English readings, practical notes, 'what changed' summaries, the timeline and calculators are the portal's interpretation and do not replace professional advice or the notified Gazette text of the IFSCA (Fund Management) Regulations, 2025 and its amendments.
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