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Fund Structuring Services

Fund structuring is the design of an investment vehicle — covering jurisdiction, legal form, regulatory category, investor profile, tax efficiency, and governance — so that the fund can pool capital, deploy it efficiently, and return profits to investors with minimal friction.

With AIFs, VCFs, REITs, InvITs, and offshore feeder structures evolving alongside SEBI, RBI, FEMA, and tax laws, getting the structure wrong at inception is expensive — leading to investor dissatisfaction, tax leakage, regulatory delays, and difficulty in fundraising.

We help fund managers, sponsors, family offices, and institutional investors design and structure funds and investment vehicles end-to-end — from concept and feasibility to legal form, regulatory approval, taxation, and ongoing compliance architecture.

Our Fund Structuring Services

01

Fund Concept & Feasibility

Strategy, target investors, asset class, return profile, and feasibility assessment.

02

Domestic Fund Structuring

Structuring of AIFs (Cat I, II, III), VCFs, and other domestic pooled vehicles.

03

Offshore & Feeder Funds

Mauritius, Singapore, GIFT City, and other offshore structures with feeder / master design.

04

GIFT City IFSC Funds

Setting up funds in GIFT City IFSC under IFSCA Fund Management Regulations.

05

Tax Efficiency & Pass-Through

Pass-through analysis under Section 115UB and similar provisions for investor-level taxation.

06

Legal Form & Documentation

Choice of trust / LLP / company, drafting of trust deed, PPM, contribution agreement, and investment manager agreement.

07

Investor Eligibility & KYC

Accredited investor frameworks, KYC, FATCA / CRS, and AML readiness.

08

Compliance Architecture

SEBI, RBI, FEMA, IT, and ongoing compliance setup for the fund and manager.

Our Structuring Process

1

Strategy & Diagnostic

Understanding sponsor objectives, investor base, asset class, and target jurisdictions.

2

Structure Design

Comparative analysis of structures and selection of optimal legal, regulatory, and tax setup.

3

Documentation

Drafting of fund documents — trust deed, PPM, contribution agreement, IMA, side letters.

4

Approvals & Setup

SEBI / IFSCA registrations, RBI / FEMA approvals, and onboarding of service providers.

5

Launch & Ongoing

Fund launch, investor onboarding, and ongoing compliance and reporting framework.

Why Fund Structuring Matters

✓ Aligns structure with strategy and investors
✓ Optimises tax efficiency for fund and investors
✓ Ensures regulatory and legal compliance
✓ Reduces friction in fundraising and exits
✓ Supports cross-border investor participation
✓ Protects sponsor economics and control
✓ Strengthens investor confidence and reporting
✓ Builds a scalable platform for future funds

FAQs on Fund Structuring

What is fund structuring?
Fund structuring is the process of designing the legal, regulatory, and tax architecture of an investment vehicle. It covers jurisdiction, legal form (trust / LLP / company), regulatory category (such as AIF Cat I / II / III), investor eligibility, fee and waterfall design, and tax pass-through, so the fund can operate efficiently for sponsors and investors.
Which jurisdictions are commonly used for fund setup?
For India-focused funds, common domestic options include AIFs registered with SEBI in India and IFSCA-registered funds in GIFT City. Offshore feeder structures are often set up in Singapore, Mauritius, or other neutral jurisdictions, depending on investor base and target investments.
What are the main differences between AIF Categories I, II, and III?
Category I AIFs invest in social, infrastructure, venture capital, or SME segments encouraged by the government. Category II covers most private equity and debt funds. Category III pursues complex strategies including listed equities, derivatives, and leverage. Each has different regulatory treatment, leverage limits, and tax rules.
Why is GIFT City IFSC becoming popular for funds?
GIFT City IFSC offers a range of regulatory, tax, and operational advantages — IFSCA-driven framework, currency flexibility, tax holidays, and ease of inbound and outbound investment — making it an attractive jurisdiction for India-focused and global funds with eligible investor profiles.
What is a feeder fund?
A feeder fund is an offshore vehicle that pools capital from foreign investors and invests through a master fund or directly into a target jurisdiction. Feeder structures are used to address investor preferences, tax considerations, and regulatory frameworks across jurisdictions.
How is taxation handled in an AIF?
Category I and II AIFs generally enjoy pass-through status under Section 115UB, where income (other than business income) is taxed in the hands of investors. Category III AIFs typically pay tax at the fund level, although developments and rulings continue to evolve. Tax structuring is an integral part of fund design.
Who should be involved in structuring a new fund?
Typical participants include sponsors and key fund managers, fund structuring advisors, tax and legal counsel, fund administrators, custodians, and prospective anchor investors. Early involvement of compliance, accounting, and reporting teams helps avoid rework once the fund is launched.

Structure Your Fund the Right Way

Partner with our fund structuring experts to design a vehicle that's investor-ready, tax-efficient, and built to scale.

Talk to a Fund Structuring Expert