SEBI Streamlines AIF Scheme Filing Under July 2026 Amendment

AIF scheme-launch framework revised

The Securities and Exchange Board of India has amended the regulatory process governing the launch of schemes by Alternative Investment Funds, with changes covering scheme fees, the filing timeline, documents to be submitted and responsibility for addressing SEBI’s comments.

The Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2026 were notified on July 10, 2026 under notification No. SEBI/LAD-NRO/GN/2026/313 and listed by SEBI on July 14, 2026. They came into force on their publication in the Official Gazette. SEBI also published a consolidated version of the AIF Regulations, 2012 incorporating amendments up to July 14, 2026.

The changes primarily amend Regulation 12 of the AIF Regulations, which deals with the launch of schemes. They are therefore directly relevant to AIF managers, sponsors, trustees, merchant bankers and compliance professionals involved in preparing and filing scheme documents.

The Second Amendment Regulations, 2026 also modify parts of Regulation 19D. The amendments should be read alongside the consolidated AIF Regulations and any operative circulars or procedural specifications issued by SEBI.

First scheme exempted from scheme fees

A significant change is the insertion of a proviso to Regulation 12(1), under which payment of scheme fees does not apply when an AIF launches its first scheme.

At the same time, Regulation 12(1) has been revised to expressly connect the filing of the placement memorandum with payment of the fees specified in the Second Schedule. The first-scheme proviso creates a specific exception to that requirement; it does not dispense with the placement memorandum or other applicable regulatory filings.

For a newly registered AIF, the amendment removes the scheme-fee requirement at the first launch. Managers should nevertheless document that the proposed launch is, in fact, the AIF’s first scheme and retain evidence supporting the treatment adopted. The exemption is expressed by reference to the first scheme of the AIF, rather than the manager’s first scheme across all funds managed by it.

The wording also matters for established AIFs launching additional schemes. On its face, the exemption is confined to the first scheme, so subsequent launches remain subject to the fee requirement specified in the Second Schedule unless another provision applies.

Pre-launch period reduced to ten working days

Regulation 12(2) has been amended by replacing the earlier reference to “thirty” with “ten working”. This materially shortens the prescribed period associated with filing the placement memorandum before launch.

The change is more than a numerical reduction. The new formulation uses working days, which requires managers to calculate the period with reference to the applicable working-day calendar rather than treating it as ten calendar days. Scheme-launch schedules, internal approval calendars and distribution plans should reflect that distinction.

A shorter regulatory interval can help managers bring schemes to market more quickly. It also compresses the time available for ensuring that the filed version of the placement memorandum, supporting documents, commercial terms and internal approvals are fully aligned. Managers should avoid treating the shortened period as an opportunity to complete substantive drafting after filing.

Documents replace fee reference in Regulation 12(2)

The amendment also replaces the reference in Regulation 12(2) to fees specified in the Second Schedule with a reference to “documents specified by the Board”. Read with amended Regulation 12(1), the revised structure separates the scheme-fee requirement from the obligation to file documents prescribed by SEBI.

This makes the Board’s documentary specifications particularly important. A manager preparing a scheme launch will need to verify the current requirements rather than relying solely on the text of Regulation 12. The placement memorandum process may involve formats, declarations, reports or other supporting material prescribed outside the bare regulations.

The proviso previously appearing after Regulation 12(2) has been omitted. Compliance checklists and precedent placement memoranda should consequently be reviewed for references based on the earlier language or filing structure.

SEBI may communicate comments after filing

Substituted Regulation 12(3) provides that, after the specified documents are filed, SEBI may communicate its comments, if any, to the merchant banker or the manager.

The words “if any” recognise that a filing may not necessarily produce regulatory comments. Where comments are issued, however, the amended framework expressly identifies both the merchant banker and the manager as possible recipients. AIFs should establish clear responsibility for monitoring communications and coordinating the response, particularly when a merchant banker is involved in the filing.

A newly inserted Regulation 12(3A) requires the merchant banker or the manager to ensure compliance with comments communicated under Regulation 12(3). This places the obligation at the level of the regulated participants handling the filing and response process.

The amendment does not support an assumption that expiry of the ten-working-day period amounts to substantive approval of the scheme or its disclosures. Managers should distinguish the regulatory filing process from their continuing obligations to make complete and accurate disclosures, comply with the AIF Regulations and address any comments received from SEBI.

Relief for Accredited Investors only funds

The proviso following Regulation 12(3) has also been revised. The earlier reference to a “large value fund for accredited investors” has been replaced with “Accredited Investors only fund”, and the exemption now refers to sub-regulations (2), (3) and (3A).

Accordingly, the special treatment is aligned with the Accredited Investors only fund formulation and extends across the filing-period provision, SEBI-comment mechanism and the corresponding obligation to ensure compliance with those comments.

Managers should not apply this relief merely because a scheme has one or more accredited investors. The relevant question is whether the fund falls within the regulatory formulation of an Accredited Investors only fund. Scheme records, investor eligibility checks and placement memorandum disclosures should support any reliance on the proviso.

Changes to Regulation 19D

The Second Amendment Regulations make two further textual changes to Regulation 19D. In Regulation 19D(4), the words “through a merchant banker” have been omitted, while Regulation 19D(5) has been deleted.

These changes should be incorporated into operating procedures wherever a manager’s existing process was designed around the earlier merchant-banker requirement or the provision formerly contained in Regulation 19D(5). Before changing an established workflow, the manager should read the revised provisions in the context of Regulation 19D as a whole and check whether any SEBI circular, placement memorandum commitment or contractual arrangement independently requires merchant-banker involvement.

Immediate compliance priorities

AIF managers should update scheme-launch checklists to reflect the first-scheme fee exemption, ten-working-day period, revised documentary requirement and new allocation of responsibility for SEBI comments. Standard operating procedures should clearly identify who receives regulatory communications and who verifies that each comment has been addressed.

Merchant bankers participating in AIF filings should similarly revise engagement scopes and internal controls. The insertion of Regulation 12(3A) makes it important to record how comments were analysed, allocated, implemented and closed before the scheme proceeds.

Trustees and compliance teams should examine whether existing scheme documents, board or investment-committee approvals, compliance manuals and launch calendars still reproduce superseded language. Particular attention is required where precedents refer to a 30-day period, the omitted proviso after Regulation 12(2), or the earlier terminology concerning large value funds for accredited investors.

Managers should also maintain a clear audit trail for any first-scheme fee exemption and any reliance on the proviso for an Accredited Investors only fund. The regulatory amendment offers procedural relief, but the basis for using that relief should remain demonstrable from registration records, scheme history and investor documentation.

Key takeaway

SEBI’s July 2026 amendment makes the AIF scheme-launch process faster and more targeted by exempting the first scheme from scheme fees, reducing the relevant filing period to ten working days and revising the framework for documents and regulatory comments; AIF managers and merchant bankers should now align their launch controls and precedents with amended Regulations 12 and 19D.