How to register a Venture Capital Fund?

Venture Capital Fund Registration
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The Applicant for grant of registration as a Venture Capital Fund under SEBI (Venture Capital Funds) Regulations, 1996 should make an Application to SEBI in Form A along with all the necessary documents.

Generally on receipt of Application, the applicant will receive a reply from SEBI within 21 working days. The time taken for registration however, depends on how fast the requirements are complied with by the applicant.

The applicant is advised to go through the SEBI (Venture Capital Funds) Regulations, 1996 for checking the eligibility criteria and such other details which may help expedite the registration process. As an integral part of the registration process, the applicant will submit:

Form A along with the Application fees of Rs.1,00,000 and documents as under:

a) Copy of Memorandum and Articles of Association in case the applicant is set up in the form of a Company (Reg. 4(a) )
Copy of Registered Trust Deed in case the applicant is set up in the form of a trust (Reg. 4(b) )
Copy of Main objective of constitution in case the applicant is set up in the form of a body corporate. (Reg 4(c) )
b) Copy of Investment Management Agreement (only if applicable).
Apart from the above documents/declarations as required under the Form A, the applicant will also be required to submit the details/information as under:

Details of the Sponsor/Settlor.

2.1 Write up on the activities of the Sponsor/Settlor, its shareholding pattern/profile of the directors. Incase of an individual, please state whether the individual is a director/employee of any entity registered with SEBI.
2.2 State whether, the Sponsor/Settlor has floated venture capital funds previously, which are registered with SEBI. If so details. Also state whether they (Sponsor or their directors) were refused a certificate by the Board or its certificate has been suspended under regulation 30 or cancelled under regulation 31.  
2.3 State whether the Sponsor/Settlor is registered with SEBI, RBI or any other regulatory authority in any capacity along with the details of its registration.
2.4 State whether any of its group companies are registered with SEBI, RBI or any regulatory authority along with the details of its registration.

2.5 State whether Sponsor/Settlor or its holding company is listed on any of the recognized stock exchanges in India. If so details thereof.
2.6 State whether the Sponsor/Settlor or its directors are involved in any litigation connected with the securities market and any order passed against them for violation of securities laws. If so, details.

3. Details of the Trustees/Trustee Company

3.1 Write up on the activities of the Trustee Company/ Profile of Trustees.

   3.2 Shareholding pattern and the write up on profile of the Directors

3.3 State whether the Trustee Company is registered with SEBI, RBI or any other regulatory authority in any capacity along with the details of its registration.

4. Details of the Investment Manager/Investment Advisor/Asset Management Company (AMC).
4.1  Write up on the activities of the Investment Manager/Investment Advisor/AMC.
4.2   Shareholding pattern along with the profile of the Directors.
4.3  State whether the Investment Manager/Advisor/AMC is registered with SEBI, RBI or any other regulatory authority in any capacity, along with the details.
4.4  Details of Key Personnel/Management Team. Also state whether they are also the employees of any SEBI registered entity. If so details.

5. State whether, the applicant is registered with SEBI in any capacity or has applied for registration in any other capacity with SEBI.

6. List of all the associates registered with SEBI along with their Registration No. Please, refer to Reg. 2(aa) of SEBI (Venture Capital Funds) Regulations, 1996 for the definition of the “associate company”.

7. Investment Strategy :
  1. Disclose in detail the investment strategy of the fund (Reg. 12 (a)).
  2. Investment strategy should disclose the investment style or pattern, preferred sectors/industries for investment, proposed corpus, the class of investors, life cycle of the fund and any other information.

8. Declarations to be submitted by the applicant:
8.1 An undertaking under Regulation 11(3) of SEBI (Venture Capital Funds) Regulations, 1996.
8.2 Undertaking under Third Schedule to SEBI (Venture Capital Funds) Regulations, 1996.
8.3 Declaration in respect of “Fit and Proper Person” criteria as per regulation 4 A of the SEBI (Venture Capital Funds) Regulation. 1996 and as specified under Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulation 2008.

Grant of Certificate of Registration

Once all requirements including the Fit and Proper Person criteria have been complied with and on intimation from SEBI for payment of Registration fees of Rs.5,00,000 as per Second Schedule to Regulations, SEBI will grant the applicant, certification of registration as a SEBI Registered Venture Capital Fund.

Please note the following::

“The applicant” means the entity seeking registration as a Venture Capital Fund
Application which is incomplete or without the necessary documents/ information/declarations would not be accepted and would be treated as not filed. However, an intimation to this effect will be addressed to the applicant within a reasonable period of time
Applications involving policy decisions or other considerations, might get delayed in processing and in getting registration approvals.
Documents/annexures submitted along with the application need to be numbered and duly signed.
In case of an Authorized signatory, please submit an authorization letter from the Directors of the Fund.

Venture Capital Fund Registration Procedure

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i.    This form is meant for use by the company or trust (hereinafter referred to as the applicant) for application for grant of certificate of registration as venture capital fund.
ii.    The applicant should complete this form, and submit it, along with all supporting documents to the Board at its head office at Mumbai.
iii.    This application form should be filled in accordance with these regulations.
iv.    The application shall be considered by the Board provided it is complete in all respects.
v.    All answers must be legible.
vi.   Information which needs to be supplied in more detail may be given on separate sheets which should be attached to the application form.
vii.  The application must be signed and all signatures must be original.
viii.  The application must be accompanied by an application fee as specified the Second Schedule to these regulations.
1.    Name, address of the registered office, address for correspondence, telephone number(s), fax number(s), telex number(s) of the applicant and the name of the contact person. 
2.    Please indicate to which of the following categories the applicant belongs.
(i) a company established under the Companies Act, 1956 (1 of 1956)
(ii) a trust set up under the Indian Trusts Act, 1882 (2 of 1882)       
3.    Date and place of incorporation or establishment and date of commencement of business (enclose certificate of incorporation, memorandum and articles of association or trust deed in terms of which incorporated or established).         
4. (a) Details of members of the Board of Trustees or directors of the trustee company, as the case may be, in case the applicant has been set up as a trust.
(b) Details of members of the Board of Directors of the venture capital fund in case the applicant has been set up as a company.        
5.    Please state whether the applicant, his partner, director or principal officer is involved in any litigation connected with the securities market which has an adverse bearing on the business of the applicant; or has at any time been convicted for any moral turpitude or at any time has been found guilty of any economic offence. In case the applicant is a trust, the above information should be provided for the members of the Board of Trustees or of the above mentioned persons connected with the Trustee Company.
If yes, the details thereof.   
6.   Please also state whether there has been any instance of violation or non-adherence to the securities laws, code of ethics/conduct, code of business rules, for which the applicant, or its parent or holding company or affiliate may have been subject to economic, or criminal, liability, or suspended from carrying out its operations, or the registration revoked temporarily.      
7.   Details of asset management company, if any. (enclose copy of agreement with the asset management company). 
8.   Declaration statement (to be given as below). 
We hereby agree and declare that the information supplied in the application, including the attachment sheets, is complete and true.
AND we further agree that, we shall notify the Securities and Exchange Board of India immediately any change in the information provided in the application.
We further agree that we shall comply with, and be bound by the Securities and Exchange Board ofIndia Act, 1992, and the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, and Government of India guidelines / instructions as may be announced by the Securities and Exchange Board of India from time to time.
We further agree that as a condition of registration, we shall abide by such operational instructions/directives as may be issued by the Securities and Exchange Board of India from time to time. 
For and on behalf of................................... 
(Name of the applicant)
Authorised signatory ..................         ................ 
                                    (Name)             (Signature)

VC Registration & Compliance
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