Chapter III-A · Angel Funds
Regulation 19D
Investment in angel funds
Chapter III-A · Angel Funds
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
Angel funds raise money only from accredited investors, by issuing units. Since July 2026 the placement memorandum is filed with SEBI in the specified format without going through a merchant banker, and the separate SEBI-comments step for angel funds has been removed.
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 8
An angel fund must declare first close within 12 months of becoming eligible to launch, with at least five accredited investors on board. If it misses this, the PPM is filed again with the fee.
Where this sits
Regulation 19D is in Chapter III-A — Angel Funds of the SEBI (Alternative Investment Funds) Regulations, 2012.
Amended in 2026 — see What changed.
Provisos, explanations and conditions
This regulation has no provisos or explanations in its text. Check Connections for other provisions it refers to.
What changed in 2026
Before: (4) …filed with the Board in the specified format through a merchant banker… (5) The Board may communicate its comments… to the merchant banker…
Now: (4) …filed with the Board in the specified format… (5) omitted.
Angel funds no longer file their placement memorandum through a merchant banker, and the comments step is removed.
Where it connects
The text of this regulation does not refer to other numbered regulations.
Related Master Circular chapters (by subject)
Chapter
Check yourself
6 practice questions on Regulation 19D, each with an explanation for every option.
- From whom may an angel fund raise funds?
- What changed for angel fund placement memoranda in July 2026?
- From whom can an angel fund raise money?
- How many accredited investors must an angel fund on-board before its first close?
- True or false: there is a minimum investment amount for an angel investor in an angel fund.
The regulation
19D.[(1) Angel funds shall raise funds only from accredited investors by way of issue of units, in the manner as may be specified by the Board from time to time: Provided that the key management personnel of an angel fund or its manager may invest in the angel fund.] [(2) No minimum value of investment shall be applicable for investment in an angel fund by an angel investor.] [***] [(3)] Angel fund shall raise funds through private placement by issue of information memorandum or placement memorandum, by whatever name called. [Provided that the provisions of the Companies Act, 2013 shall apply to the Angel Fund, if it is formed as a company.] [(4) Such placement memorandum shall be filed with the Board in the specified format [words “through a merchant banker” omitted] while filing the application for registration as an angel fund.
(5) [Omitted]
(6) An angel fund shall on-board at least five accredited investors before declaring its first close in the manner as may be specified by the Board from time to time.
(7) If the angel fund fails to declare the first close of the fund in the specified manner, it shall be required to refile the placement memorandum with the Board for circulation and soliciting funds from angel investors, by paying the requisite 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 19D
- 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.
Work with Prashant Kumar
Structuring or running an AIF?
Advice on registration, PPM filing, investor on-boarding and ongoing compliance under the AIF Regulations.