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AIF Setup & Fund Structuring | SEBI Registration | The Startup Gig
AIF Setup & Fund Structuring

Building a fund is an act of institutional design.

From fund architecture to SEBI application to investor documentation, we handle the full AIF lifecycle. Our work focuses on creating institutionally sound structures that attract serious capital and survive regulatory scrutiny.

₹800Cr+

Deal Value Advised

2000+

Startups Served

180+

Investors Served

11 Yrs

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4.9/5

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    Home/Services/Aif Setup
    The Challenge

    Why most fund setups create problems that surface years later.

    ⚠ The Gap

    Setting up an AIF is not a registration exercise. It is the foundation of a capital deployment vehicle that will operate for 10+ years, manage commitments from institutional investors, and navigate regulatory frameworks that evolve constantly.

    Yet most fund managers treat setup as a one-time compliance task. The PPM is drafted from a template. The contribution agreement misses critical investor protections. The governance framework gives the manager unchecked discretion. These structural gaps do not show up immediately. They surface during capital calls, during investor disputes, or during SEBI inspections. By then, fixing them is exponentially more expensive.

    ✓ Our Approach

    We approach fund structuring the way we approach any deal architecture. With a deep understanding of how the structure will perform under stress. Who has what rights. What happens when interests diverge. How the economics work in upside and downside scenarios.

    Our fund advisory combines legal, regulatory, and commercial expertise. We work with the fund manager to design a structure that meets SEBI requirements, satisfies institutional LP expectations, and gives the GP the operational flexibility to actually deploy capital effectively.

    Fund Advisory Services

    Three core areas.
    One fund lifecycle.

    Fund structuring, documentation, and regulatory application. Each phase builds on the last.

    • 01

      Fund Structuring

      The Gap: Cookie-cutter structures fail institutional scrutiny.

      Category I, II, and III AIF structure selection. Investment strategy alignment with regulatory requirements. Fee structure design including management fees, carry, and hurdle rates. Waterfall and distribution mechanics. Co-investment vehicle structuring. Cross-border fund architecture for managers with international LP base.

      Cat I/II/III AIFFee StructureWaterfall DesignCo-InvestmentCross-BorderLP Terms
      Explore Fund Structuring
    • 02

      AIF Documentation

      The Gap: Template PPMs create legal exposure for fund managers and investors.

      Private Placement Memorandum drafted to institutional standards. Contribution agreements with clear capital call mechanics. Trust deeds with governance provisions that balance GP flexibility with LP protections. Investment policy statements. Side letters for anchor investors. Fund governance documentation.

      PPM DraftingContribution AgreementTrust DeedInvestment PolicySide LettersGovernance Docs
      Explore AIF Documentation
    • 03

      AIF Registration

      The Gap: Incomplete applications delay launch by months.

      Full SEBI application preparation including form drafting, supporting document compilation, and regulatory correspondence management. We anticipate the queries SEBI will raise and address them before they are asked. Post-approval compliance setup including reporting frameworks and operational procedures.

      SEBI ApplicationRegulatory CorrespondenceApproval ManagementPost-RegistrationCompliance Setup
      Explore AIF Registration
    How We Work

    Deliberate by design.

    We are not structured for volume. We are structured for outcomes.

    Strategy Discussion

    We understand the fund thesis, target LP profile, investment strategy, and commercial expectations. This informs every structural decision that follows.

    Structure Design

    Category selection, fee economics, governance framework, and investor terms designed as a coherent whole. Not individual provisions bolted together.

    Documentation

    PPM, contribution agreement, trust deed, and investment policies drafted to institutional standards. Every clause stress-tested against real-world scenarios.

    SEBI Application

    Application filed with complete documentation. Regulatory queries anticipated and pre-addressed. Post-approval compliance framework established from day one.

    TESTIMONIALS

    Clients Perspective

    Mr. Vatsa Vakil

    Mr. Vatsa Vakil

    Managing Partner at Helix Capital

    I’ve worked with The Startup Gig across multiple investments now, and they’ve become my go-to legal team. They understand exactly how I evaluate deals, anticipate issues before I even raise them, and handle negotiations with a great balance of firmness and practicality. Having that consistency across deals is incredibly valuable.

    Harish Menon

    Harish Menon

    Co-Founder - House of Alpha

    The more deals we’ve done together, the smoother the process has become. They understand my risk appetite, my negotiation style, and what I care about in a deal. That familiarity makes every new transaction significantly easier.

    Nimesh Kampani

    Nimesh Kampani

    Founding Partner- 108 Capital

    Having known Pooja for a while and having seen her work up close, I can say they operate with a high degree of professionalism and consistency.

    Their ability to navigate transactions, simplify complex issues, and support founders effectively reflects the kind of legal partner startups truly need.

    Mr. Dhiraj Gambhire

    Mr. Dhiraj Gambhire

    Pharma Physician-Scientist

    Setting up and scaling in India meant dealing with multiple layers of legal work, especially around contracts and compliance. The Startup Gig supported us across a wide spectrum of agreements, ensuring everything was structured, consistent, and aligned with our global standards.

    What stood out was their responsiveness and ability to keep up with our pace as a growing company. For an overseas founder, that kind of reliable execution is invaluable.

    Mr. Gokul Prakash

    Mr. Gokul Prakash

    Chief Executive Officer at Lamberton Power

    We engaged The Startup Gig to help structure a joint venture in the sustainable energy space, and their approach went far beyond standard legal support.

    They brought a strong understanding of both the commercial objectives and the regulatory landscape, helping us design a structure that was not only compliant but also aligned with our long-term goals. Their ability to anticipate issues and navigate negotiations made them a valuable partner in the process.

    Mr. Dushyant Kothari

    Mr. Dushyant Kothari

    Founder & CEO, Hyurja Fuel Systems Private Limited

    We engaged The Startup Gig during a critical phase of our funding round, and their support made a tangible difference in getting the transaction closed.

    From handling documentation to actively supporting negotiations, they were hands-on, responsive, and solution-oriented throughout. Their ability to balance investor expectations with our interests helped move the deal forward smoothly.

    Mr. Faizan Ayubi

    Mr. Faizan Ayubi

    Co-Founder and CEO at Trackier

    What impressed us was their ability to deliver a full set of agreements within strict timelines while maintaining attention to detail.

    It’s rare to find a team that combines speed with precision so effectively.

    Mr. Nimeet Dhokai

    Mr. Nimeet Dhokai

    Co-Founder @ Happi Planet

    In the FMCG space, trademarks are not just legal assets—they are the foundation of the brand. There is absolutely no room for error.

    The Startup Gig handled 30+ trademark applications for us with remarkable precision and consistency. Their process was structured, efficient, and gave us complete confidence that every filing was done right.

    Mr. Omkar Magar

    Mr. Omkar Magar

    Sr. Software Developer

    As a first-time founder raising a substantial round, the process felt overwhelming at times. What truly stood out was how personally involved Pooja ma’am was throughout.

    No matter how many questions I had—even repetitive ones—she took the time to explain every detail with patience and clarity. That level of handholding gave me immense confidence.

    The Startup Gig didn’t just help us close the round—they made the entire journey smooth and far less stressful.

    Mr. Aum Deshpande

    Mr. Aum Deshpande

    Founder, Armor

    We onboarded The Startup Gig compliance team after a frustrating experience with our previous partners, and the difference was evident from day one.

    The handover was incredibly smooth, despite the volume and complexity of our transactions as a consumer electronics brand. Given the scale we operate at, even small errors can lead to serious GST and TDS implications—and we had already faced that earlier.

    With The Startup Gig, everything feels structured, accurate, and finally under control. We’re now on the right track.

    Mr. Ninad Saraf

    Mr. Ninad Saraf

    Founder @ Ultramotiv

    We had initially onboarded another firm for our funding compliance, but the experience was disappointing—they were expensive and assigned extremely junior associates to critical parts of our transaction, which made us feel like we weren’t a priority.

    With The Startup Gig, the difference was immediate. The founder herself was actively involved, which gave us confidence that there was real oversight and no scope for error. Their secretarial team handled the compliance aspects efficiently and seamlessly.

    For a startup, having an integrated legal and compliance team like this is invaluable.

    Mr. Tanmay

    Mr. Tanmay

    Co-Founder & CEO @ BAAS Technologies

    In a sector like aerospace, where transactions are complex and stakes are high, speed usually comes at the cost of precision. The Startup Gig proved otherwise.

    They helped us close our term sheet at lightning speed while ensuring every detail was thoroughly thought through. Their ability to move fast without compromising on quality made a real difference in maintaining deal momentum.

    Mr. Arvind Venkat

    Mr. Arvind Venkat

    Insuretech and Reinsurance

    We’ve been working with The Startup Gig for over three years now, and the experience has been consistently seamless.

    As an insurtech company based out of Dubai, we needed a team that could understand our evolving requirements and support us reliably over time—and they’ve done exactly that.

    At this point, we genuinely cannot think of working with any other law firm.

    Prachi Diwakar

    Prachi Diwakar

    Angel Investor

    Negotiating with founders can be tricky—you want protection without derailing the relationship. The Startup Gig handled this balance exceptionally well. They pushed for the right safeguards while keeping the conversation constructive. That’s a rare skill.

    Mr. Arvind Venkat

    Disha Shah

    AVP @ Alphatron Capital

    As we began evaluating opportunities in India, we were looking for legal counsel that could combine local expertise with global standards—and TheStartupGig delivered exactly that.

    Their diligence was thorough, structured, and highly actionable, whether we were assessing direct startup investments or commitments into other funds. What stood out was their ability to contextualize legal risks within the Indian regulatory landscape while keeping our global investment framework intact.

    They’ve become a trusted partner as we expand our footprint in India.

    Suma Monde Kapital Partners

    Suma Monde Kapital Partners

    As a fund evaluating and executing investments in India, we needed legal partners who could operate at institutional standards while navigating local complexities. TheStartupGig delivered exactly that.

    Their diligence was comprehensive, their advice commercially grounded, and their ability to support both direct investments and fund-level commitments was particularly valuable. They’ve become a reliable extension of our team for India.

    Mr. Arvind Venkat

    Mr. prateek Gupta

    Founder THW-The Healthy World | Founder Desi Farms | Founder Laxmi Industries

    Operating in the agritech space means working with a diverse set of stakeholders—core team, on-ground operators, and long-term partners. Designing an ESOP that fairly aligned everyone was critical for us.

    TheStartupGig helped us structure and implement our ESOP in a way that was both practical and scalable. They simplified a complex process, ensured compliance, and helped us create a plan that truly incentivizes long-term value creation.

    Ms. Kareena Singh

    Ms. Kareena Singh

    Co-Founder at Bnwwear

    As a first-time founder raising my first round in the fashion space, I had a lot of questions and uncertainties. TheStartupGig didn’t just handle the legal work—they guided me through the entire process with patience and clarity.

    From explaining terms to negotiating with investors and closing the documentation, they made what felt overwhelming much more manageable. I genuinely felt supported at every step.

    "A fund's structure determines its character. Get it right at the start, and the next decade of capital deployment becomes dramatically simpler."

    The Startup Gig

    Frequently Asked Questions

    Things worth knowing

    What is the difference between Category I, II, and III AIFs?
    Category I AIFs invest in startups, SMEs, social ventures, and infrastructure. They receive certain regulatory concessions. Category II is the residual category covering PE funds, debt funds, and fund-of-funds that do not fall into I or III. Category III AIFs employ diverse or complex trading strategies and may use leverage. The choice depends on your investment strategy, target returns, and investor profile.
    How long does SEBI AIF registration take?
    Typically 3 to 6 months from application filing to registration certificate, assuming clean documentation and no major SEBI queries. The timeline depends heavily on the quality of the application. Our approach of pre-addressing potential queries typically results in faster approvals.
    What is a PPM and why does it matter?
    The Private Placement Memorandum is the primary disclosure document for the fund. It describes the investment strategy, risk factors, fee structure, governance, and terms of participation. For institutional LPs, the PPM is the first and most important document they review. A poorly drafted PPM signals that the fund lacks institutional readiness.
    Do you help with investor side letters?
    Yes. Side letters are bespoke agreements between the fund and specific investors that modify the standard terms. They typically cover fee discounts, co-investment rights, enhanced reporting, or governance privileges. We draft side letters that protect the investor while maintaining the fund's operational integrity.
    Can you help structure cross-border funds?
    Yes. We advise on fund structures that involve international GPs, foreign LPs, or cross-border investment mandates. This includes FEMA compliance, tax treaty considerations, and structuring that satisfies both Indian regulatory requirements and international investor expectations.

    Your fund's structure will outlast every individual investment it makes.

    Make sure it is built to perform. Talk to our fund advisory team about your vision and we will help you design the architecture.

    Schedule a Confidential Discussion
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