Built with a dedicated funds and AIF practice
We advise managers and limited partners
End-to-end fund formation support
A senior lawyer leads every mandate
Setting up a fund is not a single transaction. It is the construction of a vehicle that has to satisfy a regulator, attract investors and govern a decade-long relationship between a manager and its capital. Nilaya Legal works as specialist fund formation lawyers in India, assisting from the choice of structure through SEBI registration, the private placement memorandum to the first close.
We act as fund counsel for both investors and company. We register and document funds for general partners and we also sit on the other side and negotiate contribution agreements and side letters for the limited partners investing in them. That dual perspective is what makes us sharper on both. We know which GP-friendly terms an institutional LP will reject and which LP demands a manager can safely concede.
We advise across domestic Category I, II and III AIFs, VC fund formation, GIFT City and IFSCA-regulated vehicles and offshore feeder structures that pool foreign capital into India.
Most fund counsel only ever sees one side. We act as fund counsel for both investors and company. We register and document funds for general partners and we also sit on the other side and negotiate contribution agreements and side letters for the limited partners investing in them. That dual perspective is rare, and it makes us sharper on both. We know which GP-friendly terms an institutional LP will reject and which LP demands a manager can safely concede.
We advise across domestic Category I, II and III AIFs, VC fund formation, GIFT City and IFSCA-regulated vehicles and offshore feeder structures that pool foreign capital into India.
A fund has two sides: the managers raising it and the investors committing to it. As fund formation lawyers in India, we act for both, with complete clarity about whose interests we represent in each mandate.
For general partners, the work runs from structure to first close and beyond. We set up the vehicle, register it with SEBI, draft the full document suite, and structure the economics that align the manager with its investors.
Funds raising foreign capital, or domiciling for tax and regulatory efficiency, need a different toolkit. We advise on GIFT City fund setup, IFSCA fund management entity registration, and offshore feeder fund structures that route international LP commitments into Indian opportunities.
From the first structuring decision to the fund’s ongoing compliance, here is where our fund formation lawyers engage.
We take managers through the full SEBI process of category selection, the registration application, constitutional documents and eligibility, and advise on how to register a Category II AIF with SEBI, the vehicle most PE and VC managers use. We also advise on SEBI AIF registration timelines and the cost of setting up an AIF in India.
We draft the private placement memorandum, contribution agreement, investment management agreement and subscription documents that bind the manager and its investors for the fund’s life.
VC fund formation in India has its own rhythm. As fund structuring lawyers for venture managers, we build vehicles designed to deploy quickly across a portfolio, with the flexibility a VC strategy needs and the compliance SEBI requires.
We advise on IFSCA fund management entity registration, the GIFT City AIF structure for the managers.
We act for limited partners and anchor investors on contribution agreement negotiation in India, side letter negotiation for the LP, and the fee, carry, governance and exit protections that an institutional investor should secure before committing.
We structure the offshore feeder fund and master-feeder vehicles that route foreign LP commitments into Indian opportunities, aligning the offshore layer with FEMA, the domestic AIF and the GIFT City alternative, with jurisdictional counsel coordinated from day one.
A representative snapshot of the fund formation and AIF mandates our team has advised on. As fund formation lawyers in India, we act for both managers and limited partners. Client identities are not disclosed without consent.
Acted as AIF registration lawyer for a first-time venture manager, advising on how to register a Category II AIF with SEBI, drafting the PPM and contribution agreement, structuring sponsor commitment and carry, through to SEBI grant and first close.
Handled an end-to-end fund formation mandate for a renewable-energy-focused manager, Category II AIF structuring, SEBI registration, fund documentation, and the compliance framework for the vehicle.
Advised a manager on GIFT City fund setup raising foreign LP capital, IFSCA fund management entity registration and the GIFT City AIF structure.
Acted as LP representation lawyer for an institutional investor committing to a PE fund for contribution agreement negotiation, side letter terms covering MFN, excuse rights and key-person, and fee and carry review.
Advised a manager on an offshore feeder fund structure routing international commitments into a domestic AIF, feeder documentation, FEMA alignment and coordination with offshore counsel on the foreign layer.
Advised an early-stage manager on angel fund registration under the revised SEBI framework, drafting the scheme documents and managing the SEBI filing.
Different fund strategies carry different structuring, eligibility and compliance needs. These are the fund types and sectors our fund formation lawyers support.
Practical, experience-based articles on fund formation and startup legal services in India — written by our lawyers for founders and investors.
Launching a startup in India or investing from abroad is thrilling, but it can quickly become a legal minefield. Founders juggle incorporation, fundraising and…
Read Article →For most Indian founders, the first real sign of investor interest is a term sheet. It may look simple, short and largely commercial, but…
Read Article →A startup lawyer’s clause-by-clause breakdown of the term sheet clauses Indian founders must negotiate in 2026. Why a term sheet decides your exit before…
Read Article →A venture capital lawyer protects a startup’s interests through a funding round—reviewing the term sheet, negotiating the shareholders agreement, managing due diligence and ensuring regulatory filings are completed correctly. In practice, the role is part translator and part negotiator. Investor documents are drafted to protect investors; a VC lawyer explains what each clause—liquidation preference, anti-dilution, drag-along, board consent rights—will cost the founders in dilution and control, and negotiates the terms that the market allows founders to push back on. At Nilaya Legal, the same senior lawyer handles your round from term sheet to fund flow.
Legal fees for a Series A in India vary with the complexity of the round — the number of investors, whether the structure is domestic or cross-border, and how heavily the SHA is negotiated. Most boutique firms, including Nilaya Legal, work on a fixed fee agreed before the engagement begins, scoped to the round, rather than open-ended hourly billing. A single-investor domestic round costs meaningfully less than a multi-investor round with a foreign lead, FEMA filings and a contested rights package. The honest answer is to share your term sheet and ask for a quote — a credible firm will give you a fixed number, not an estimate that grows.
Most of a term sheet is not legally binding in India — but specific clauses within it usually are. The commercial terms (valuation, investment amount, board seats, liquidation preference) are typically expressed as non-binding intentions. However, clauses on confidentiality, exclusivity or “no-shop” obligations, costs and governing law are normally drafted as binding, and Indian courts have enforced them. There is a second, practical reality: terms agreed in the term sheet are very hard to renegotiate in the definitive documents. Treat the term sheet as the real negotiation, and take legal advice before signing it — not after.
A share subscription agreement (SSA) governs the investment transaction itself — how many shares, at what price, and the conditions to be met before money moves. A shareholders agreement (SHA) governs the ongoing relationship after the money is in — board composition, voting and veto rights, transfer restrictions, anti-dilution and exit rights. The SSA is largely spent once the round closes; the SHA governs the company for years. Both are signed together at closing, and in Indian practice the key SHA protections are also written into the company’s articles of association to make them enforceable against the company.
Founders should concentrate on five things: liquidation preference (push for 1x non-participating, the Indian market standard), anti-dilution (broad-based weighted average, never full ratchet), board composition and the investor veto list (keep it short and genuinely material), founder vesting and lock-in terms, and exit obligations such as drag-along thresholds and buyback timelines. Valuation gets the attention, but these structural terms decide who controls the company and who gets paid first if things go sideways. A term sheet review by a startup fundraising lawyer typically takes days, and it is the cheapest legal spend of the entire round.
Whether you are launching a first-time AIF, structuring a GIFT City vehicle, or negotiating into a fund as a limited partner, our fund formation lawyers are available for a confidential, no-obligation discussion. Write to us with a brief description of your fund.
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