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Company style
The corporate private equity fund has a complete corporate structure and its operation is more formal and standardized. At present, it is convenient to set up private equity funds (such as "certain investment company") in China. Semi-open private equity funds can also operate conveniently in a flexible way, and their investment strategies can be more flexible without strict approval and supervision. For example:
Establish an "investment company" whose business scope includes securities investment;
The number of shareholders of the "investment company" should be small, and the capital contribution should be large, which not only ensures the nature of private placement, but also has a large scale of funds;
The funds of the "investment company" are managed by the fund manager. According to international practice, managers charge fund management fees and interest incentive fees to enter the operating costs of "investment companies";
The registered capital of an "investment company" is re-registered once a year at a specific time, and nominal capital increase or share reduction is carried out. If necessary, investors can redeem their investment at a specific time every year, and at other times, investors can transfer their shares by agreement or conduct over-the-counter transactions. "Investment company" is essentially a private equity fund of enterprises, which can be raised at any time, but only redeemed once a year.
However, corporate private equity funds have a disadvantage, that is, there is repeated taxation. Methods to overcome the shortcomings are:
Register private equity funds in tax havens such as Cayman and Bermuda;
Register the enterprise private equity fund as a high-tech enterprise (which can enjoy many benefits) and register it in a place with more favorable taxes;
Backdoor, that is, in the establishment and operation of the fund, unite or acquire a company (preferably a non-listed company) that can enjoy tax incentives, and take this as a carrier.
Contract type
The organizational structure of contractual funds is relatively simple. The specific approach can be:
As the manager of the fund, the securities company chooses a bank as its custodian;
Raise a certain amount to start operation, open once a month, announce the net value of the fund to the fund holders and redeem the fund once;
In order to attract fund investors, the handling fee should be as low as possible. As fund managers, securities companies charge a certain management fee according to their performance. Its advantage is that it can avoid double taxation, but its disadvantage is that it is difficult to avoid the approval and supervision of the securities management department in the process of establishment and operation.
Virtual form
On the surface, virtual private equity funds seem to be entrusted with financial management, but in fact they operate in the form of funds. For example, when a virtual private equity fund is set up and raised, on the surface, a trust financing agreement is signed with each customer, but these trust financing accounts are combined to operate as a fund, and when purchasing and redeeming fund shares, they are settled according to the net value of the fund. The specific approach can be:
Each fund holder opens a separate sub-account in his own name;
Fund holders * * * jointly contribute to form the main account;
As the manager of the fund, the securities company manages all accounts in a unified way, and all accounts calculate the net value of the fund unit in a unified way;
Securities companies try to make the actual market value of each account equal to the market value calculated by the net value of the fund unit. If they are not equal, the fund difference between the main account and the sub-account will be transferred and balanced during redemption.
The advantage of virtual mode is that it can avoid the approval and supervision of the securities management department on the establishment and operation of funds, and it is flexible to set up and avoid repeated taxation. The disadvantage is that it has not got rid of the shackles of entrusted financial management, fund raising needs to be further standardized, fund operation is still supervised by the securities management department, and there is a lack of development advantages in fund scale expansion.
combined type
In order to give full play to the advantages of the above three organizational forms, a fund portfolio can be set up to combine several organizational forms. There are four types of mutual funds:
The combination of enterprise style and virtual style;
Combination of company type and contract type;
The combination of contract and virtuality;
The combination of company, contract and virtual.
Limited partnership system
Limited partnership is the main organizational form of American private equity funds. On June 1 2007, China's Partnership Enterprise Law was formally implemented, and a number of limited partnership enterprises were established one after another. These limited partnerships mainly focus on equity investment and securities investment.
Trust system
Equity investment or securities investment through trust plan is also a typical form of sunshine private placement.
3 Registration review
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brief introduction
The management of fund company registration audit mainly includes the following five categories: establishment audit, major event change audit, branch establishment audit and equity disposal supervision.
Audit of fund company establishment
The establishment of a fund company shall be approved by the China Securities Regulatory Commission. The establishment of a fund company must meet the requirements of the Securities Investment Fund Law and the Measures for the Administration of Securities Investment Fund Management Companies, such as shareholder qualification, articles of association, registered capital, employee qualification, internal system, organization and business place, and submit a written application to the China Securities Regulatory Commission.
Audit of major event changes of fund companies
Changes in the following matters of a fund company shall be approved by the China Securities Regulatory Commission:
(1) Change shareholders, registered capital or shareholder's contribution ratio.
(2) Change of name and domicile.
(3) Amend the Articles of Association.
Audit of the establishment of branches by fund companies
A fund company may set up branches or offices specified by the China Securities Regulatory Commission and other branches, which shall be approved by the China Securities Regulatory Commission. When establishing a branch, a fund company shall submit application materials to the China Securities Regulatory Commission.
Supervision of Fund Company's Equity Disposal
The fund company's equity transfer shall submit the following materials:
(a) the transferor's explanation of the equity transfer, which shall include the reasons for the transfer of the equity of the fund company, as well as the transferee's understanding of the equity participation purpose and credit status;
(2) The transferee agrees to the decision to transfer the equity of the fund company in accordance with its own decision-making procedures;
(3) The report issued by the transferee on the share-holding fund company shall include the following contents:
1, the purpose of equity transfer of the fund company;
2. A description of the development of the fund industry, the institutional arrangements and regulatory requirements of the fund company, and the rights and obligations of the shareholders of the fund company;
3. Understand the situation of the fund company to be transferred;
4. Time limit for holding the equity of the fund company;
5. If the transferee intends to become a major shareholder, it shall explain its consideration of the development strategy of the fund company;
(4) The arrangement plan of the company's operation from the date when the equity transfer agreement is approved by the shareholders' meeting to the date when it is approved by the China Securities Regulatory Commission;
(five) other materials required by the China Securities Regulatory Commission in accordance with the principle of prudence.
Registration conditions of fund companies
Here is a detailed introduction to the fund company's registration approval, company change and enterprise cancellation!
The private investment fund companies mentioned here are fund companies such as equity investment, industrial investment, venture capital and venture capital raised in a non-public way.
Fund company:
Name: Beijing xxx Equity Investment Fund Co., Ltd. The words "investment fund" shall not be used in the names of investment enterprises that have not reached the investment scale. The registered capital is RMB 500 million, which can be paid in at the time of establishment, and the remaining funds will be fully paid in five years according to the requirements of the Company Law and the Articles of Association. At least three senior managers are required to have experience in equity investment management or related investment management.
Scope of business: investment, investment management and consulting of non-securities business;
You can apply for business projects outside the above business scope, but you may not engage in:
1. Raise funds publicly;
2. Borrowing;
3. Publicly traded securities investment and financial derivatives trading;
4. Provide guarantees for enterprises other than the invested enterprises.
Management fund company: investment fund management: "The registered capital (contribution) is not less than 30 million yuan, all in monetary form, and the paid-in capital (contribution) at the time of establishment"
The contribution of a single investor shall not be less than 6,543,800 yuan (except for the general partner in a limited partnership).
At least 3 senior managers have experience in equity investment fund management or related business.
Scope of business: investment, investment management and consulting of non-securities business;
You can apply for business projects outside the above business scope, but you may not engage in:
1. Raise funds publicly;
2. Borrowing;
3. Publicly traded securities investment and financial derivatives trading;
4. Provide guarantees for enterprises other than the invested enterprises.
Fund company change
Fund company change submission materials
1, application for approval of enterprise name change
2, enterprise change (restructuring) registration (filing) application
3. Company business license, company seal and official seal
4. Proof of address, real estate license, certificate of property owner and rental agreement.
5. Articles of Association
6. Resolutions of the general meeting of shareholders
Cancellation of fund company
1, application for cancellation of enterprise registration;
2. Letter of appointment (power of attorney);
3. Resolutions and decisions made in accordance with the Company Law, or documents ordered to be closed by administrative organs, and court bankruptcy rulings;
4. Liquidation report confirmed by the shareholders' meeting or relevant departments;
5. Three samples of cancellation announcement (your cancellation application will not be accepted within 90 days after the first announcement);
6, tax payment certificate issued by the tax authorities;
7. The original and duplicate of the business license of the enterprise as a legal person.
Fund company name verification
The name shall conform to the Regulations on the Administration of Name Registration, and the words "investment fund" are allowed to be used in the names of investment enterprises that have reached the scale.
The trade terms in the name can use the words "venture capital fund, venture capital fund, equity investment fund and investment fund".
Except the enterprise decided to be established in the State Council, the name of the enterprise shall not be preceded by the words "China", "China", "country", "nationality" and "international".
The name of the managed enterprise is approved as * * Investment Fund Management Co., Ltd. or * * Investment Fund Management Center (limited partnership).
The name of the fund-type enterprise is approved as * * Investment Fund Co., Ltd. (administrative divisions can be added before or in the middle of the name).
The name of the company-based equity investment enterprise is approved as "xx Equity Investment Co., Ltd." or "xx Equity Investment Fund Co., Ltd.".
The name of the partnership equity investment enterprise is approved as "xx equity investment partnership+(limited partnership)" or "xx equity investment fund partnership+(limited partnership)".
The name of the corporate equity investment management institution is approved as xx Equity Investment Management Co., Ltd. or xx Equity Investment Fund Management Co., Ltd. or xx Equity Investment Fund Management Co., Ltd. ..
The name of the partnership equity investment management institution is approved as "xx equity investment management partnership+(limited partnership), (general partnership)" or "xx equity investment fund management partnership+(limited partnership), (general partnership)".
Where the registered name of the equity investment enterprise and its management institution is otherwise stipulated by the state, such provisions shall prevail.