Sebi eases winding-up norms for AIFs, introduces ‘inoperative fund’ framework

Market regulator Sebi on Tuesday introduced a new framework allowing Alternative Investment Funds (AIFs) to retain liquidation proceeds beyond their prescribed fund life under certain conditions and seek an “Inoperative Fund” status, providing greater flexibility during the winding-up process.

The move follows amendments to the existing Sebi rules, and is aimed at addressing practical challenges faced by AIFs while settling liabilities, litigation matters and residual operational expenses after the expiry of a fund’s tenure.

Under the new guidelines, AIFs and their schemes can retain liquidation proceeds beyond the liquidation or dissolution period if they have received litigation notices, regulatory communications, tax-related demands or other legal claims that may result in future liabilities. Funds can also retain proceeds for anticipated liabilities if they secure consent from at least 75% of investors by value.

Sebi has additionally permitted retention of money for residual winding-up expenses, provided the amount is supported by invoices or comparable historical expense records. Such retention for operational expenses cannot continue beyond three years from the end of the permissible fund life.

The regulator said managers must disclose the amount proposed to be retained and the estimated retention period to investors while seeking consent for anticipated liabilities.

To facilitate closure of fund structures, Sebi has also introduced an “Inoperative Fund” category. AIFs that have retained money for pending liabilities and wish to surrender their registration can apply for this status. Funds that do not retain any money but want to continue registration while awaiting the outcome of pending litigation may also seek the designation.
Applications for obtaining the status will have to be submitted directly to Sebi in a prescribed format.Once tagged as an Inoperative Fund, the AIF will not be permitted to launch new schemes and cannot charge management fees on existing schemes. Retained money must be invested only in liquid instruments permitted under Regulation 15(1)(f) of the AIF regulations.

Sebi has simultaneously granted significant compliance relief to such funds. Inoperative Funds will be exempt from several reporting and regulatory requirements, including quarterly and annual activity reports, compliance test reports, performance benchmarking submissions, periodic investor disclosures, valuation requirements and certain certification norms for key investment personnel.

The regulator has, however, mandated annual reporting of retained monies and outstanding liabilities. AIFs and Inoperative Funds must submit a status report to both Sebi and investors within 30 days of the end of every financial year until all liabilities are settled and pending amounts are distributed.

The framework has also been extended to Venture Capital Funds registered under the erstwhile Sebi (Venture Capital Funds) Regulations, 1996.

Industry participants have long sought clarity on handling residual liabilities after the formal investment period ends. In many cases, funds faced delays in winding up because of ongoing tax disputes, litigation or regulatory proceedings even after all investments had been liquidated.

The new circular seeks to address those concerns by providing a structured mechanism for retaining proceeds, reducing compliance burdens and allowing funds to formally transition into an inactive status while resolving outstanding obligations.