Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

LAD-NRO/GN/2012-13/04/11262 · 2026-07-14 · SEBI

Summary

This part contains Chapter I Preliminary of the SEBI (Alternative Investment Funds) Regulations, 2012 as amended up to July 14, 2026, made under SEBI Act sections 30(1), 11(1), 11(2)(ba), 11(2)(c), 12(1) and 12(1B). It provides Regulation 1 on short title and commencement and Regulation 2(1) definitions for Act, accreditation agency, accredited investor, Accredited Investors only fund, Alternative Investment Fund and associate. It prescribes quantitative thresholds for accredited investors and lists seven categories expressly excluded from the definition of Alternative Investment Fund. This part sets out definitions in regulation 2 of the SEBI (Alternative Investment Funds) Regulations for terms from (d) to (pa). It defines Board, certificate, change in control, co-investment, co-investment scheme, company, Corporate Debt Market Development Fund, corpus, credit default swaps, custodian, debt fund, dissolution period, encumbrance, equity linked instruments, form, goods, hedge fund, infrastructure fund, inspecting authority, investee company, investable funds and large value fund for accredited investors. It incorporates cross-references to the SEBI Act, Companies Act, 2013, Securiti

Text

These regulations shall be called the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

These regulations shall come into force on the date of their notification in the Official Gazette.

"Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

"accreditation agency" means a subsidiary of a recognized stock exchange or a subsidiary of a depository or any other entity as may be specified by the Board from time to time. Explanation: For the purpose of this clause, the Board may recognize an accreditation agency subject to such conditions as may be specified;

"accredited investor" means any person who is granted a certificate of accreditation by an accreditation agency who, (i) in case of an individual, Hindu Undivided Family, family trust or sole proprietorship has: (A) annual income of at least two crore rupees; or (B) net worth of at least seven crore fifty lakh rupees, out of which not less than three crores seventy-five lakh rupees is in the form of financial assets; or (C) annual income of at least one crore rupees and minimum net worth of five crore rupees, out of which not less than two crore fifty lakh rupees is in the form of financial assets. (ii) in case of a body corporate, has net worth of at least fifty crore rupees; (iii) in case of a trust other than family trust, has net worth of at least fifty crore rupees; (iv) in case of a partnership firm set up under the Indian Partnership Act, 1932, each partner independently meets the eligibility criteria for accreditation: Provided that the Central Government and the State Governments, developmental agencies set up under the aegis of the Central Government or the State Governments, funds set up by the Central Government or the State Governments, qualified institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Category I foreign portfolio investors, sovereign wealth funds and multilateral agencies and any other entity as may be specified by the Board from time to time, shall deemed

"Accredited Investors only fund" means an Alternative Investment Fund or scheme of the Alternative Investment Fund in which each investor other than the Manager, Sponsor, employees or directors of the Alternative Investment Fund or employees or directors of the Manager, is an Accredited Investor: Provided that an Alternative Investment Fund or a scheme of an Alternative Investment Fund, launched prior to the notification of Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2025, may be permitted to convert to Accredited Investors only fund, subject to the conditions as may be specified by the Board. Explanation - 'Accredited Investors only fund' shall include 'large value fund for accredited investors'.

"Alternative Investment Fund" means any fund established or incorporated in India in the form of a trust or a company or a limited liability partnership or a body corporate which,- (i) is a privately pooled investment vehicle which collects funds from investors, whether Indian or foreign, for investing it in accordance with a defined investment policy for the benefit of its investors; and (ii) is not covered under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999 or any other regulations of the Board to regulate fund management activities:

Provided that the following shall not be considered as Alternative Investment Fund for the purpose of these regulations,- (i) family trusts set up for the benefit of 'relatives' as defined under Companies Act, 2013; (ii) ESOP Trusts set up under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 or as permitted under Companies Act, 2013; (iii) employee welfare trusts or gratuity trusts set up for the benefit of employees; (iv) 'holding companies' as defined under sub-section 46 of section 2 of Companies Act, 2013; (v) other special purpose vehicles not established by fund managers, including securitization trusts, regulated under a specific regulatory framework; (vi) funds managed by securitisation company or reconstruction company which is registered with the Reserve Bank of India under Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; and (vii) any such pool of funds which is directly regulated by any other regulator in India;

"associate" means a company or a limited liability partnership or a body corporate in which a director or trustee or partner or Sponsor or Manager of the Alternative Investment Fund or a director or partner of the Manager or Sponsor holds, either individually or collectively, more than fifteen percent of its paid-up equity share capital or partnership interest, as the case may be;

“Board” means the Securities and Exchange Board of India established under Section 3 of the Act;

“certificate” means a certificate of registration granted by the Board under regulation 6;

“Change in control” – (i) in case of a body corporate – (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation – For the purpose of sub-clause (ii), the expression “controlling interest” means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest;

Source: SecMarx — Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.