Alerts & Updates 16th Jan 2026

SEBI simplifies accreditation requirements for investors under the AIF framework

Authors

Vinod JosephPartner | Mumbai
Zaynali BadamiAssociate | GIFT City

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  • The Securities and Exchange Board of India (“SEBI”) has issued a circular bearing reference no. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 09, 2026 (“Circular”), simplifying procedural requirements for the onboarding of accredited investors by Alternative Investment Funds (“AIFs”). The accredited investor framework was introduced pursuant to amendments to the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) in August 2021. The Circular introduces relaxations aimed at easing operational challenges faced by AIF managers and investors during the onboarding process.

    Under the existing framework, accredited investors are required to obtain an accreditation certificate from a SEBI-recognised accreditation agency before they can execute a contribution agreement for investing in an AIF. The Circular now permits an AIF manager, based on its own assessment of the investor’s eligibility, to finalise and execute the contribution agreement and initiate related operational procedures even prior to the receipt of the accreditation certificate. However, any commitment made by such an investor cannot be included in the computation of the scheme’s corpus until the accreditation certificate is issued. Further, AIF schemes are prohibited from accepting capital contributions from such investors until accreditation is formally obtained from a recognised accreditation agency. SEBI has clarified that this restriction is intended to preserve the sanctity of prudential norms under the AIF Regulations that are linked to corpus thresholds.

    The Circular also provides that, henceforth, the net worth certificate need not mandatorily attach a detailed break-up of net worth. Further, it is optional for the certifying chartered accountant to specify the actual net worth in the net worth certificate. It would be sufficient if the certificate merely states that the investor’s net worth meets the specified threshold.

  • ELP Comments
    • The relaxation offered by the Circular will expedite the process of signing up investors by AIFs and will be welcomed by all stakeholders in the AIF ecosystem. However, there is a possibility that an investor, who signs a contribution agreement after the AIF manager completes its assessment of the investor, but before submitting a formal accreditation certificate from a recognised accreditation agency, may fail to produce the accreditation certificate. This could be because the AIF manager’s assessment of the investor was incorrect and the recognised accreditation agency is unable to accredit the investor, or, more likely, because the investor has lost interest in investing in the AIF. An investor who signs a contribution agreement with an AIF is contractually bound to honour drawdown notices and invest in the AIF. However, if the investor who has signed a contribution agreement with an AIF does not produce a formal accreditation certificate, no drawdown notice can be issued to such an investor in the first place.
    • Until now, net worth certificates had to state the actual net worth of the investor. This resulted in loss of privacy for the investor and the new rule whereby it is sufficient to merely state that the investor’s net worth meets the specified threshold will be welcomed by all accredited investors.

    The Circular can be found here.

    We trust you will find this an interesting read. For any queries or clarifications please write to us at insights@elp-in.com or write to our authors:
    Vinod Joseph, Partner Emailvinodjoseph@elp-in.com
    Zaynali Badami, Associate Email zayanlibadami@elp-in.com

Disclaimer: The information provided in this update is intended for informational purposes only and does not constitute legal opinion or advice.

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