1, ordinary industrial and commercial enterprises

If the limited partnership is not for investment, but for industrial operation, it is obvious that this limited partnership does not meet the basic definition of private equity funds, and there is no need to file private equity funds.

2. Shareholding platform

If investors invest in equity through limited partnership to realize indirect shareholding, the author thinks it is not a private equity fund. But this situation is sometimes difficult to define.

For enterprises with limited partnership among shareholders who want to be listed on the New Third Board, when this limited partnership is an employee equity incentive platform or an executive stock ownership platform, according to the current caliber, there is no need for private placement.

However, it should be pointed out that in the New Third Board, according to the Regulation Question and Answer of Unlisted Public Companies-Directed Issuance (II), the pure shareholding platform is not allowed to participate in the New Third Board. If you want to participate, you can participate in the increase of the New Third Board by subscribing to private equity funds and asset management plans.

Legal basis: People's Republic of China (PRC) Company Law.

Article 71 Shareholders of a limited liability company may transfer all or part of their shares to each other.

Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.

Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.

Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.

Article 72 When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.