At present, the relevant regulations of the CSRC and the Association have no specific quota requirements for the registered capital of the manager, but more depends on whether there are local regulations in the place where the applicant is registered. In the Guidelines for Legal Advice on the Registration of Private Fund Managers, the content concerning funds is "whether the applicant institution has the basic facilities and conditions for the operation of enterprises such as employees, business premises and funds required to carry out private fund management business according to regulations". We intercepted the public information of 40 managers who passed the filing in the last week, showing that there are 10 with a registered capital of less than 5 million yuan, 17 with a registered capital of 5 million to100000 yuan, and 13 with a registered capital of more than10000 yuan. Managers with a registered capital of more than 5 million yuan account for 75%. In terms of paid-in capital contribution, there are 9 managers * * * who paid 2 million to 2.5 million yuan, and 2.5 million yuan * *1person, including 20 managers who paid more than 5 million yuan, accounting for 50%. One of the criteria for the Association to examine the paid-in capital contribution of the applicant is whether it meets the applicant's business needs for six months, and at the same time, it evaluates the applicant's capital according to the standard that substance is more important than form. At present, in practice, the paid-in investment of 2 million yuan should be the bottom line requirement, but not all applicants can meet the requirements by paying 2 million yuan. At the same time, it is necessary to evaluate the applicant's credit background and whether it can meet the operational needs.
2. Employees
For the applicant's personnel, the information currently filed and publicized by the association is only the number of full-time managers, and the number of part-time employees is not calculated, so there will be some differences between the number of publicized personnel and the actual number of managers including part-time employees. According to the public information sampling of 40 managers who passed the filing in the last week, the number of managers with less than 5 full-time employees is 14, the number of managers with 5 full-time employees is 18, and the number of managers with more than 10 is 8. The proportion of managers with more than 5 full-time employees reaches 65%. According to practical experience, if the total number of employees (including full-time and part-time) is less than 5, they will face feedback from the association. In order to meet the needs of operation, we recommend that the applicant be equipped with a sufficient number of employees.
For the senior management of the applicant, the minimum requirements of the legal representative and the person in charge of risk control should be met, and the two senior management should have corresponding qualifications for fund practice. Part-time jobs of senior managers should meet the requirements of Q&A 12, and they should not work part-time in unrelated private equity institutions. If you work part-time in an affiliated private placement institution, the affiliated private placement institution shall be registered as the related party of the applicant in the related system, otherwise it will not be recognized. Applicants must be equipped with full-time management personnel. Under normal circumstances, the person in charge of risk control requires full-time personnel.
For the resumes of executives and employees, the association has also increasingly emphasized the professional background. For applicants with non-investment fields or related industry backgrounds as their main executives and employees, the association will pay close attention to them and ask whether they can meet the requirements of specialization. In practice, in order to make up the number of employees, some candidates joined some employees with junior high school or high school education, or employees without any relevant industry background. There is great uncertainty whether such applicants can be recorded.
3. Scope of business
According to the current guidelines and practices, the name and business scope of the applicant are required to reflect the type of business, and there are related words such as "investment management" or "fund management". If you are engaged in private equity fund management, the applicant's name is "equity investment management" and will be renamed by the association. At the same time, the name and business scope of the securities fund manager shall not include "investment consulting"; If it is a private fund manager, the permitted business scope includes "investment consulting" and "enterprise management consulting".
4. Actual controller
According to the requirements of the current association, the applicant should have actual controllers and can be controlled by multiple actual controllers. According to the relevant provisions of the new system operation manual, "the actual controller refers to the controlling shareholder or a natural person, legal person or other organization that can actually control the behavior of the enterprise". When operating in the new system, for the actual controller, the system prompts that "the actual controller should be traced back to the last natural person, state-owned holding enterprise or collective enterprise, listed company and overseas institution supervised by overseas financial supervision department". Therefore, overseas institutions that can be traced back to state-owned holding enterprises or collective enterprises, listed companies and supervised by foreign financial supervision departments can be recognized as actual controllers by the association and can no longer be traced back.
5. Related parties of the applicant
The association requires complete disclosure of related parties, which refer to financial enterprises, asset management institutions or related service institutions controlled by the same controlling shareholder/actual controller; There is no more relaxed disclosure standard for listed companies or group companies as controlling shareholders or actual controllers. If the related parties are not filed with the Association, but the name or business scope contains the words "investment management", the Association will require the disclosure of the actual operation of these related parties. If the next step is to engage in private equity business, it will require a commitment to file in the future; If the related party engages in credit, P2P and other businesses, the lawyer shall express his opinions on whether the applicant and the related party are completely isolated (in terms of personnel, places, business contacts, etc.). ) in the legal opinion.
If the controlling shareholder or actual controller of the manager changes, the lawyer shall issue a special legal opinion to make systematic changes. In this case, it is required to disclose the related party information of the new controlling shareholder and actual controller in the legal opinion, and update the related party information of the manager in the related party registration system.
6. Registration of managers of wholly foreign-owned private equity securities
"Answers to Questions Related to Registration and Filing of Private Equity Funds (X)" specifically put forward requirements for managers of wholly foreign-owned private equity funds to apply for filing. The overseas shareholders of these applicants should be financial institutions approved or licensed by the financial regulatory authorities in their countries or regions, and the securities regulatory authorities in their countries or regions have signed memorandums of understanding on securities regulatory cooperation with the China Securities Regulatory Commission or other institutions recognized by the China Securities Regulatory Commission.
For the VIE structure in the applicant's shareholding structure, the association mainly handles it according to the principle that substance is more important than form, and there is no case yet. At the same time, the association also emphasizes that the first-class wholly foreign-owned enterprises () invested by overseas shareholders are applicants and do not accept applications from subsidiaries or grandchildren. For the senior management of such applicants, their overseas employment shall be disclosed.
At present, foreign private fund managers enjoy national treatment, and there are no special requirements for shareholders and other qualifications compared with domestic managers.
In the practice of filing private fund managers, we also noticed that a small number of institutions formally pursue meeting the bottom line requirements of the association, but there are great doubts about their professional level, which has been repeatedly fed back by the association and the information disclosure is insufficient. Such institutions are less likely to pass the filing.