Chapter III-A · Angel Funds
Regulation 19F
Investment by Angel Funds
Chapter III-A · Angel Funds
SEBI (Alternative Investment Funds) Regulations, 2012
In plain English
In plain English
Angel funds invest only in start-ups that are not promoted, sponsored by or related to a corporate group with group turnover above ₹300 crore. Each investment in an investee company must be at least ₹10 lakh and not more than ₹25 crore, and is subject to the lock-in SEBI specifies. Every investment needs contributions from at least two accredited investors. Angel funds cannot invest in associates, and cannot take contributions for a company from angel investors who are related parties of that company. Follow-on investment in existing investee companies that are no longer start-ups, and investment in companies outside India, are allowed on the conditions specified.
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
Total investment by an angel fund in one investee company, including follow-on investments, cannot exceed ₹25 crore.
- MC Ch 8
Each angel investment is locked in for one year, or six months if the exit is by sale to a third party (not a buy-back by the company or a purchase by its promoters or their associates).
Where this sits
Regulation 19F is in Chapter III-A — Angel Funds of the SEBI (Alternative Investment Funds) Regulations, 2012.
Provisos, explanations and conditions
Quoted from the regulation text. These qualify or carve out exceptions to the main rule.
Provided that angel funds may make additional investments in their existing investee companies, which are no longer start-ups, subject to the conditions as may be specified by the Board from time to time.
Explanation I: For the purpose of this clause, "corporate group" shall include a group of body corporates with the same promoter(s)/promoter group, a parent company and its subsidiaries, a group of body corporates in which the same person/ group of persons exercise control, and a group of body corporates consisting of associates/ subsidiaries/ holding companies.
Explanation II: For the purpose of this clause, "group turnover" shall mean combined total revenue of the corporate group.] [(2) Investment made by an angel fund in any investee company shall not be less than ten lakh rupees and shall not exceed twenty five crores rupees.] [(3) Investment by an angel fund in an investee company shall be subject to lock-in period as may be specified by the Board.]
What changed
No change to this regulation by the 2026 amendments (No. 303 of 16 April 2026 and No. 313 of 10 July 2026).
Words in square brackets in the official text mark earlier amendments made before 2026. Their earlier wording is not shown because it has not been verified here.
Where it connects
The text of this regulation does not refer to other numbered regulations.
Related Master Circular chapters (by subject)
Chapter
Check yourself
7 practice questions on Regulation 19F, each with an explanation for every option.
- What is the permitted range for an angel fund's investment in one investee company?
- A start-up is part of a corporate group with combined revenue of ₹450 crore. Can an angel fund make a first investment in it?
- Each angel fund investment in an investee company must have contributions from at least:
- True or false: an angel investor who is a related party of the investee company can contribute to that investment.
- What is the lock-in for an angel fund's investment if it exits by selling to a third party?
The regulation
19F.[(1) Angel funds shall invest only in startups, which are not promoted or sponsored by or related to a corporate group whose group turnover exceeds three hundred crore rupees:
Provided that angel funds may make additional investments in their existing investee companies, which are no longer start-ups, subject to the conditions as may be specified by the Board from time to time.
Explanation I: For the purpose of this clause, "corporate group" shall include a group of body corporates with the same promoter(s)/promoter group, a parent company and its subsidiaries, a group of body corporates in which the same person/ group of persons exercise control, and a group of body corporates consisting of associates/ subsidiaries/ holding companies.
Explanation II: For the purpose of this clause, "group turnover" shall mean combined total revenue of the corporate group.] [(2) Investment made by an angel fund in any investee company shall not be less than ten lakh rupees and shall not exceed twenty five crores rupees.] [(3) Investment by an angel fund in an investee company shall be subject to lock-in period as may be specified by the Board.]
(4) Angel funds shall not invest in associates. [(5) Each investment of an angel fund in an investee company shall have contribution from at least two accredited investors.] [(6) Angel funds shall not accept contribution for investment in an investee company, from those angel investors who are a related party to such investee company.] [(7)][ An angel fund may also invest in the securities of companies incorporated outside India subject to such conditions or guidelines that may be stipulated or issued by the Reserve Bank of India and the Board from time to time.]
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 19F
- Text used
- Consolidated Regulations as amended up to 19 November 2025, read with the 2026 amendments (no change to this regulation)
- Last checked
- 10 October 2026
- Official source
- www.sebi.gov.in → Legal → Regulations. The Gazette text prevails.
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