Procedure for Registration of Infrastructure Investment Trust (INVIT) With SEBI

Ronak Sharma

Ronak Sharma

Published on: Apr 2, 2026

Priya Gandhi

Updated on: Apr 2, 2026

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Introduction

Infrastructure Investment Trust (InvIT) is a collective investment scheme that allows individual and institutional investors, to pool their money, to invest in income-generating infrastructure projects like roads, power plants, and pipelines.

The procedure for registration of an Infrastructure Investment Trust (InvIT) with the Securities and Exchange Board of India (SEBI) is primarily governed by the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014.

Applicable Provisions

1. Regulation 3, 4, 5, 6, 7 of SEBI (Infrastructure Investment Trusts) Regulations, 2014
2. Chapter I of Master Circular for Infrastructure Investment Trusts (InvITs)

Mandatory Requirements

1. Trust duly registered in India under the Registration Act, 1908
2. Parties to the InvIT shall be:
   • Sponsor(s), Investment Manager, and Trustee
   • All entities must be separate and independent
3. Sponsor(s) shall:
   • Have NW of at least Rs. 100 crores (for corporate entities) or net tangible assets of Rs. 100 crores (for LLPs)
   • Possess a sound track record in infrastructure development or fund management (minimum 5 years, developers must have completed at least 2 projects)
4. Investment Manager shall:
   • Have NW of at least Rs. 10 crore (in case of a company/body corporate) or net tangible assets of Rs. 10 crore (in case of an LLP)
   • Minimum 5 years of relevant experience in fund management or infrastructure sector
   • Have at least 2 employees with 5+ years of experience in fund management or advisory services
   • Have at least 1 employee with 5 year’s experience in the relevant sub-sector
   • Have at least half of directors/governing board as independent members
   • Operational office in India and an investment management agreement with the trustee
5. Trustee shall:
   • Be registered with SEBI under Debenture Trustees Regulations
   • Independent of sponsor(s) and investment manager
   • Adequate infrastructure and personnel to manage InvIT
6. Structure and operations shall:
   • Have a Project Manager appointed through an agreement
   • Only one class of units with equal voting and distribution rights
7. Proposed activities must be clearly described in registration application
8. All parties must be fit and proper with no adverse regulatory or disciplinary history
9. InvIT shall have only one class of units with equal voting and distribution rights
10. Disclosure of whether any previous application by the InvIT, its parties, or their directors/governing board members has been rejected by the Board
11. Disclosure of any disciplinary action taken by the Board or other regulatory authorities against the InvIT, its parties, or their directors/governing board members.

Procedure for Registration

1. Formation of InvIT as a Trust:
   The InvIT is first established as a trust under the Indian Trusts Act, 1882. A trust deed is executed and registered, which defines the objectives, powers, and functioning of the InvIT.
2. Appointment of Key Parties:
   The InvIT must appoint the following essential entities:
   • Sponsor(s): Set up the InvIT and contribute initial assets
   • Investment Manager: Responsible for managing investments and operations
   • Trustee: Holds assets on behalf of unit holders and ensures compliance.
3. Filing of Application Form:
   
   • Important documents which provide full disclosure to regulators and investors, are prepared, such as:
     • Trust deed
     • Details of parties
     • Financial statements
     • Valuation and asset reports
     • Business plan and investment strategy
   • Sponsor of Infrastructure Investment Trust shall file application, in Form A (Application for Grant of Certificate of Registration), on behalf of trust, through SEBI Intermediary Portal, along with:
     • Supporting documents as mentioned in the Schedule I, and
     • Non-Refundable Application Fees, as specified in Schedule II.
     Note:
     
     • Weblink for making application: (https://siportal.sebi.gov.in)
     • User Manual for Registration is available at (https://siportal.sebi.gov.in/intermediary/index.html)
4. Regulatory Authority to Seek Clarifications:
   • SEBI can demand any additional information or clarification it deems necessary.
   • If requested by SEBI, the applicant (or its designated principal officer) must appear before the Board for a personal representation.
   • SEBI can reject the application if it finds grounds to do so. However, the applicant will be given a fair chance to be heard before the rejection is finalized.
   • The rejection decision must be communicated to the applicant within 30 days.
5. Grant of Registration Certificate:
   • Once SEBI is satisfied the applicant is eligible, it will issue the Certificate of Registration in Form B to the applicant.
   • The certificate is valid indefinitely unless it is later suspended or cancelled by SEBI.
6. Key Note Points for Infrastructure Investment Trusts:
   An Infrastructure Investment Trust shall:
   • Abide by the Code of Conduct as specified in Schedule VI
   • Pool funds from investors and invest in infrastructure assets such as roads, highways, power projects, transmission lines, and pipelines
   • Invest a major portion of its assets in completed and income-generating infrastructure projects to ensure stable cash flows
   • Distribute a substantial share (generally at least 90%) of its net distributable cash flows to unit holders
   • Be managed by professional managers responsible for operation, maintenance, and performance of infrastructure assets
   • Provide liquidity to investors by listing its units on recognized stock exchanges
   • Ensure transparency through regular disclosures, financial reporting, and periodic valuation of assets.

Abbreviations Used

1. SEBI: Securities and Exchange Board of India
2. InvIT: Infrastructure Investment Trusts
3. LLP: Limited Liability Partnerships
4. NW: Net worth

Important Links

1. https://www.sebi.gov.in/index.html
2. https://siportal.sebi.gov.in/intermediary/index.html