SEBI Streamlines AIF Scheme Filing Under July 2026 Amendment
The Securities and Exchange Board of India (SEBI) has rewritten the scheme-launch process for Alternative Investment Funds (AIFs). The SEBI (Alternative Investment Funds) (Second Amendment) Regulations, 2026, published on the SEBI website on 14 July 2026, amend Regulation 12 of the AIF Regulations, 2012, which governs the launch of schemes. SEBI has also published the consolidated AIF Regulations, 2012 as last amended on 14 July 2026, whose footnotes show the changes as inserted by the Second Amendment with effect from 14 July 2026.
The changes affect AIF managers, sponsors, trustees, merchant bankers and compliance teams that prepare and file placement memoranda. The table below compares Regulation 12 before the amendment, as it stood in the consolidated AIF Regulations last amended on 18 April 2026, with the text after 14 July 2026.
| Provision | Before 14 July 2026 | From 14 July 2026 |
|---|---|---|
| Regulation 12(1) | AIF may launch schemes subject to filing a placement memorandum with SEBI | Filing of placement memorandum and payment of fees under the Second Schedule, with a proviso that scheme fees do not apply to the first scheme |
| Regulation 12(2): filing period | Through a merchant banker at least thirty days before launch, along with fees | Through a merchant banker at least ten working days before launch, along with documents specified by SEBI |
| Regulation 12(3): SEBI comments | Comments, if any, to the merchant banker, who had to ensure they were incorporated before launch | Comments, if any, to the merchant banker or the manager after the specified documents are filed |
| Regulation 12(3A) | Not present | Merchant banker or manager to ensure compliance with SEBI's comments |
| Exempt category | Large value fund for accredited investors, exempt from sub-regulations (2) and (3) | Accredited Investors only fund, exempt from sub-regulations (2), (3) and (3A) |
First scheme fee exemption moves to Regulation 12(1)
The exemption from scheme fees for an AIF's first scheme is not new. Before the amendment it sat as a proviso to Regulation 12(2), which also carried the fee requirement. After the amendment, Regulation 12(1) itself links the filing of the placement memorandum with payment of the fees specified in the Second Schedule, and the first-scheme exemption now appears as a proviso to Regulation 12(1). Regulation 12(2) no longer refers to fees at all.
The substance for managers is unchanged: an AIF launching its first scheme does not pay the scheme fee, and later schemes of the same AIF do. The exemption is tied to the first scheme of the AIF, not to the first scheme across all funds run by a manager. Regulation 12(5) is also unchanged: if an AIF fails to declare the first close of a scheme in the manner SEBI specifies, it must file a fresh application and pay the requisite scheme fee under the Second Schedule, notwithstanding the first-scheme exemption.
Ten working days instead of thirty days
The minimum gap between filing the placement memorandum and launching the scheme falls from thirty days to ten working days. The filing is still made through a merchant banker. Because the new period is counted in working days, launch calendars should be built on working days rather than calendar days; ten working days will usually be about two calendar weeks.
The shorter gap brings schemes to market faster, but it also leaves less time to resolve any comments. Placement memoranda, commercial terms and internal approvals should be final at the time of filing rather than finished during the waiting period.
Documents specified by SEBI
Regulation 12(2) now requires the placement memorandum to be filed along with documents specified by the Board. The regulation does not list those documents, so managers and merchant bankers need to follow SEBI's circulars for the current list, formats and declarations, rather than relying on the bare text of Regulation 12.
SEBI comments and who must act on them
Under the substituted Regulation 12(3), after the specified documents are filed, SEBI may communicate its comments, if any, to the merchant banker or the manager. The earlier text addressed comments only to the merchant banker. The new Regulation 12(3A) places the duty to ensure compliance with those comments on the merchant banker or the manager.
AIFs should therefore decide in advance who monitors SEBI's communications, who responds, and how closure of each comment is recorded, especially where both a merchant banker and the manager are involved in a filing. The absence of comments within the ten working days does not amount to SEBI approving the scheme or its disclosures; the manager's disclosure obligations under the AIF Regulations continue.
Accredited Investors only funds
The proviso that previously exempted a "large value fund for accredited investors" from sub-regulations (2) and (3) now refers to an "Accredited Investors only fund" and extends the exemption to sub-regulations (2), (3) and (3A). Such funds are therefore outside the ten-working-day filing requirement, the SEBI comment process and the related compliance duty. A scheme qualifies only if it falls within the regulatory meaning of an Accredited Investors only fund; having some accredited investors is not enough.
Action points for managers and merchant bankers
- Replace references to the thirty-day period in launch checklists, precedents and investor timelines with ten working days.
- Update fee workflows to reflect that the fee requirement and first-scheme exemption now sit in Regulation 12(1).
- Check SEBI's current specification of documents to be filed with the placement memorandum.
- Assign responsibility for SEBI comments between the merchant banker and the manager, and keep a record of how each comment was complied with.
- Replace "large value fund for accredited investors" with "Accredited Investors only fund" in scheme documents and compliance manuals, and keep evidence supporting any reliance on the exemption.
Updated on 27 September 2026: verified the changes against SEBI's consolidated AIF Regulations as amended on 14 July 2026 and 18 April 2026, linked the official texts, corrected the report to show that the first-scheme fee exemption already existed and has moved from Regulation 12(2) to Regulation 12(1), added a before-and-after table, and removed details that could not be verified from the official text.
