AIF Structuring and Registration Services

Setting up an AIF is a programme, not a project. Transique’s fund-advisory practice delivers end-to-end support — from category selection and trust/LLP setup, through Investment Manager licensing, PPM drafting and SEBI registration, to ongoing advisory. We advise sponsors, investment managers, family offices and corporate groups establishing Category I, II or III AIFs under the SEBI (Alternative Investment Funds) Regulations 2012.
Our in-house legal and regulatory team supports in the PPM, the trust deed, the investment-management agreement and the contribution agreement, all consistent with each other and calibrated to the fund’s actual strategy.

When you need us

• You are sponsoring a first-time Category I, II or III AIF and need end-to-end setup.
• You are launching a successor fund and want to update the PPM, structure and compliance model.
• You are a family office considering formalising investment activity through an AIF.
• You are restructuring an existing AIF — category migration, strategy change, contribution-agreement amendments, and need legal support.

What we deliver

• Category-selection analysis (Category I sub-categories vs Category II vs Category III).
• Structure setup — Trust (Indian Trusts Act) or LLP; Sponsor, Investment Manager, Trustee entities.
• PPM drafting in SEBI’s prescribed template; risk-factor, strategy, conflicts, valuation and management fee advisory.
• Trust deed, investment-management agreement, contribution agreement, indemnification deed.
• SEBI registration — Form A, supporting documents, response to observations.
• First-close planning — LP onboarding, AML / KYC, contribution-agreement execution.
• Ongoing Advisory — portfolio valuations, investment diligence, investment documentation, continuous SEBI advisory.

Our approach

• Sponsor-intent diagnostic. Strategy, target-size, investor profile, geography, tenure, carry structure.
• Category and structure. Written recommendation on category and entity architecture.
• Document preparation. PPM, trust deed, IMA, contribution agreement — drafted on the chosen structure.
• SEBI registration. Form A submission; observation-response drafting; approval.
• First close. Investor onboarding, subscription execution, bank-account setup, initial drawdown.
• Post Registration Advisory and assistance in terms of corpus investment advisory and documentation, portfolio valuations, regulatory updates and SEBI advisory.

Technical grounding

• SEBI (AIF) Regulations 2012 and all subsequent circulars and Master Circular (valuation, disclosure, ILP, accredited investors).
• SEBI standardised PPM disclosures (effective 2020 onwards, amended periodically).
• Management Fees and Carried Interest structuring.
• Ind AS 113 and IPEV Valuation Guidelines for Category II / III fair-value measurement.
• Income-tax pass-through for Category I and II AIFs (Section 115UB of the Income-tax Act, 1961, carried into the Income-tax Act, 2025 from 1 April 2026) and Category III-specific taxation.
• FPI / foreign contribution structuring for offshore LPs.

Part of Capital Markets Advisory. Related: Portfolio Valuation · Private Equity · Transaction Legal Documentation

Frequently asked questions