I have sat through enough SEBI registration processes to know that the official timeline and the real timeline are two different things. SEBI says 60-90 days from a complete application [1][2]. That is accurate, if your application is actually complete. The problem is that most first-time managers submit incomplete applications, get hit with clarification requests within 30 days, and end up in a loop that pushes the process to four or five months. I have seen one case take seven months because the PPM kept getting sent back.
Here is what the registration process actually involves, what the documentation requirements look like in practice, and where first-time managers typically lose time.
The application is online-only through the SI Portal
All AIF registration applications go through the SEBI Intermediary (SI) Portal at siportal.sebi.gov.in [1][2]. There is no paper route. You create an account, fill out the online form, upload your documents, and track the application status through the portal. The interface is functional but not intuitive, so budget time to figure out the upload requirements and file size limits before your submission deadline.
The application form itself asks for standard entity details: name, structure (trust, LLP, or body corporate), registered address, PAN, and details of the sponsor, manager, and trustee. You also declare the AIF category and sub-category, fund tenure, target corpus, and investment strategy [1][2].
You need a SEBI-registered merchant banker
This catches many first-time managers off guard. SEBI requires that your Private Placement Memorandum be filed through a SEBI-registered merchant banker, who must also issue a Due Diligence Certificate as part of the application [1][2][3]. The merchant banker is certifying that they have reviewed the PPM and that it complies with SEBI's disclosure requirements.
You need to engage a merchant banker early, ideally 4-6 weeks before you plan to submit the application. Good merchant bankers are busy and will not rush through your PPM review. They will push back on vague language, flag missing disclosures, and insist on specific risk factor descriptions. This is actually valuable: a thorough merchant banker review reduces the chance of SEBI sending your application back for clarifications.
The merchant banker fee varies, but expect to pay INR 3-8 lakhs depending on the complexity of your fund structure and the firm you engage. Some managers try to cut corners here by using the cheapest option available. I would not recommend it. A merchant banker who knows current SEBI expectations can save you months.
What goes into the Private Placement Memorandum
The PPM is the most important document in your registration. It doubles as your regulatory disclosure and your investor-facing pitch. SEBI mandates specific sections that must be included [1][2][3], and the May 2024 Master Circular further tightened disclosure expectations [1].
At a minimum, your PPM must cover:
- Investment objective and strategy. Not a vague statement about "generating returns." SEBI wants specifics: what sectors, what stages, what instruments, what geographies. If you are a Category I VCF investing in early-stage SaaS companies, say that.
- Risk factors. Both general market risks and fund-specific risks. SEBI has gotten more prescriptive about what risks must be disclosed, including concentration risk, liquidity risk, and regulatory change risk.
- Key personnel qualifications. Names, backgrounds, NISM certification status, and track record of the investment team. Since the June 2025 NISM amendment, this section has become more scrutinised [4].
- Fee structure. Management fees, performance fees (carried interest), hurdle rates, catch-up provisions, and any other charges. Ambiguity here is one of the top reasons SEBI sends PPMs back.
- Conflict of interest policy. How you handle situations where the manager, sponsor, or their affiliates have interests that may conflict with investor interests. This includes co-investment policies, which received enhanced disclosure requirements in 2024-2025 [1][5].
- Valuation methodology. How you will value portfolio companies, how often, and who does it. SEBI expects a clearly defined valuation policy, not a generic reference to "fair value."
- Fair allocation and pro-rata rights. Following the December 2024 circular, your PPM must specify how undrawn commitments will be managed (on a pro-rata or total commitment basis) and this becomes binding for the fund's lifetime [5].
Registration fees vary by category
The fee structure is simple but the amounts vary by category [1][2]:
- Category I (Angel Fund): INR 2,00,000 plus applicable GST
- Category I (VCF, SME, Social Venture, Infrastructure): INR 5,00,000 plus GST
- Category II: INR 10,00,000 plus GST
- Category III: INR 15,00,000 plus GST
These are one-time registration fees paid at the time of application. There are no annual SEBI fees for maintaining the registration, though you will incur ongoing costs for compliance reporting, auditing, and trustee services.
Common mistakes that delay the process
From what I have seen across multiple registrations, these are the patterns that consistently cause delays:
Vague investment strategy. "We invest in high-growth Indian startups" is not a strategy description that SEBI will accept. You need to specify sectors, stages, instrument types, geographic focus, concentration limits, and any co-investment or follow-on parameters. The more specific, the faster the review.
Incomplete key personnel disclosures. If your investment team member does not yet have NISM certification, flag this and show a plan for obtaining it. Do not leave the section blank or ambiguous. SEBI will ask [4].
Misaligned fee disclosures. If your PPM says "management fee of 2% of committed capital" but your contribution agreement says "2% of net asset value," SEBI will catch the inconsistency. Align your documents before submission.
Missing conflict of interest framework. SEBI expects a genuine policy describing how you identify, disclose, and manage conflicts. This is not optional filler. If the manager also runs a family office that invests in similar companies, that needs to be addressed explicitly.
Late engagement of the merchant banker. If you hand a draft PPM to a merchant banker two weeks before you want to file, do not expect it to go smoothly. They need time to review, push back, and iterate. Four to six weeks is realistic.
Post-registration compliance is more demanding than ever
Registration is the starting line, not the finish. SEBI introduced enhanced Compliance Test Report (CTR) requirements in early 2026 [6], on top of existing quarterly and annual reporting obligations. The CTR framework requires fund managers to demonstrate ongoing compliance with investment restrictions, leverage limits, valuation policies, and investor concentration norms.
SEBI's new reporting framework, announced in late 2025, also standardised reporting formats across all AIF categories [6][7]. That means more structured data submissions and less room for free-form narrative reporting. If you do not have systems in place to track portfolio composition, capital calls, investor allocations, and compliance metrics in a structured format, you will struggle with these requirements.
The bottom line for emerging managers: build your compliance infrastructure before you start deploying capital, not after. Retrofitting always costs more.
Timeline planning for a realistic registration
A realistic timeline for a first-time manager looks like this:
- Weeks 1-4: Finalise fund structure, AIF category, and investment strategy. Engage legal counsel and merchant banker.
- Weeks 4-8: Draft PPM and contribution agreement. Iterate with merchant banker. Prepare trust deed (if trust structure) or partnership deed.
- Weeks 8-10: Merchant banker completes Due Diligence Certificate. Finalise all application documents. Submit through SI Portal.
- Weeks 10-18: SEBI review period. Respond to any clarification requests promptly; delays in responses extend the timeline linearly.
- Weeks 18-20: Registration granted. Begin investor onboarding and first close preparation.
That is five months from start to registration. Some managers do it in three. Many take six or seven. The variable is almost always documentation quality.
How we support this at Allocator One Bharat
At Allocator One Bharat, we work with emerging managers through the entire registration process. We have done this enough times to know where SEBI typically pushes back and how to draft documentation that clears review on the first pass. We coordinate with merchant bankers, help draft PPM sections, and set up the compliance infrastructure that post-registration reporting requires.
Our fund formation and administration platform is built to handle the structured reporting that SEBI now expects: capital call tracking, investor allocation records, CTR data, and annual reporting. If you are starting the registration process and want to avoid the common pitfalls, talk to us.
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