Chapter III · Investment Conditions and Restrictions
Regulation 12
Schemes
Chapter III · Investment Conditions and Restrictions
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
Regulation 12 governs how a scheme is launched. Since the July 2026 amendment, the placement memorandum is filed with SEBI along with the scheme fee, but no fee is payable for the fund's first scheme. Filing is through a merchant banker at least ten working days before launch, with the documents SEBI specifies. SEBI may send comments to the merchant banker or the Manager, who must ensure they are complied with. Accredited Investors only funds are outside this filing-and-comments route. The first close must be declared in the manner SEBI specifies; failing that, a fresh application and fee are needed.
What the Master Circular adds
From SEBI's Master Circular for AIFs (updated 16 June 2026). The Regulation sets the rule; the Master Circular sets how it works in practice.
- MC Ch 2
The PPM of a scheme is filed on the SEBI Intermediary Portal through a SEBI-registered merchant banker, with the scheme fee and the merchant banker's due diligence certificate.
- MC Ch 12
First close must be declared within 12 months of the date the AIF becomes eligible to launch the scheme. If it is not, the AIF files a fresh application with the fee.
- MC Ch 12
The corpus at first close must be at least the minimum corpus for the category. The sponsor's or manager's commitment used to reach that minimum cannot be reduced, withdrawn or transferred after first close.
Where this sits
Regulation 12 is in Chapter III — Investment Conditions and Restrictions of the SEBI (Alternative Investment Funds) Regulations, 2012.
Amended in 2026 — see What changed.
Key numbers
Provisos, explanations and conditions
Quoted from the regulation text. These qualify or carve out exceptions to the main rule.
Provided that payment of scheme fees shall not apply in case of launch of first scheme by the Alternative Investment Fund.
[Provided that the requirements under sub-regulation (2), (3) and (3A) shall not apply to Accredited Investors only fund.]
What changed in 2026
Before: …subject to filing of placement memorandum with the Board.
Now: …subject to filing of placement memorandum with the Board along with the fees as specified in the Second Schedule: Provided that payment of scheme fees shall not apply in case of launch of first scheme by the Alternative Investment Fund.
The fee, and the waiver for the first scheme, now sit in 12(1).
Before: …atleast thirty days prior to launch of scheme along with the fees as specified in the Second Schedule:
Now: …atleast ten working days prior to launch of scheme along with the documents specified by the Board.
The filing lead time drops from 30 days to 10 working days.
Before: The Board may communicate its comments, if any, to the merchant banker prior to launch of the scheme and the merchant banker shall ensure that the comments are incorporated…
Now: (3) …the Board may communicate its comments, if any, to the merchant banker or the Manager. (3A) The merchant banker or the Manager shall ensure that the comments provided under sub-regulation (3) are complied with.
SEBI's comments can go to the Manager as well as the merchant banker, and must be complied with.
Before: …requirements under sub-regulation (2) and (3) shall not apply to large value fund for accredited investors.
Now: …requirements under sub-regulation (2), (3) and (3A) shall not apply to Accredited Investors only fund.
The exemption from the filing-and-comments route now applies to Accredited Investors only funds.
Where it connects
The text of this regulation does not refer to other numbered regulations.
Related Master Circular chapters (by subject)
- Chapter 2 · Filing of PPM for launch of AIF scheme
- Chapter 12 · Timeline for first close and calculation of tenure of AIFs
Chapter
Check yourself
7 practice questions on Regulation 12, each with an explanation for every option.
- After the Second Amendment Regulations, 2026, how far ahead of launch must a placement memorandum be filed with SEBI?
- True or false: after the Second Amendment, no scheme fee is payable for the launch of an AIF's first scheme.
- Under Regulation 12 as amended in July 2026, to whom may SEBI send its comments on a placement memorandum?
- Which funds are exempt from the requirements of Regulation 12(2), (3) and (3A) after July 2026?
- Within what time must a scheme declare its first close?
The regulation
12. (1) The Alternative Investment Fund may launch schemes subject to filing of placement memorandum with the Board along with the fees as specified in the Second Schedule:
Provided that payment of scheme fees shall not apply in case of launch of first scheme by the Alternative Investment Fund.
(2) Such placement memorandum shall be filed with the Board[through a merchant banker] atleast ten working days prior to launch of scheme along with the documents specified by the Board.
(3) After the documents specified under sub-regulation (2) are filed with the Board, the Board may communicate its comments, if any, to the merchant banker or the Manager.
(3A) The merchant banker or the Manager shall ensure that the comments provided under sub-regulation (3) are complied with:
[Provided that the requirements under sub-regulation (2), (3) and (3A) shall not apply to Accredited Investors only fund.]
[(4) The first close of the scheme shall be declared by an Alternative Investment Fund in the manner as may be specified by the Board from time to time.
(5) Notwithstanding the proviso to sub-regulation (2), if the Alternative Investment Fund fails to declare the first close of the scheme in the specified manner, it shall be required to file a fresh application for launch of the scheme by paying the requisite scheme fee under the Second Schedule.]
Highlighted text: SEBI (AIF) (Second Amendment) Regulations, 2026 (No. 313, notified 10 July 2026).
Text from the consolidated Regulations. Square brackets and [***] mark earlier amendments and omissions, as in the official text. Check the official Gazette text before relying on it.
Last checked against source on 10 October 2026: consolidated Regulations to 19 November 2025, read with Amendment Regulations No. 303 (16 April 2026) and No. 313 (10 July 2026).
Source and verification
- Instrument
- SEBI (Alternative Investment Funds) Regulations, 2012 — Regulation 12
- Text used
- Consolidated Regulations as amended up to 19 November 2025, read with SEBI (AIF) (Second Amendment) Regulations, 2026 (No. 313, notified 10 July 2026)
- Last checked
- 10 October 2026
- Official source
- www.sebi.gov.in → Legal → Regulations. The Gazette text prevails.
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