Government, financial institutions, industrial and commercial enterprises, etc. When issuing securities, different investors can be selected as the issuing targets, so securities issuance can be divided into two forms: public offering and private offering.
Mainly from the corporate private equity fund, limited partnership private equity fund, trust private equity fund and other three forms of establishment to analyze. Including the establishment conditions, the establishment subject, the capital contribution system and the establishment process.
The company law does not have too many restrictions on the conditions for the establishment of private equity funds, mainly for general limited liability companies and joint stock limited companies. For example, Article 23 of the Company Law stipulates: "The establishment of a limited liability company shall meet the following conditions:
(1) Shareholders meet the quorum;
(2) The capital contribution subscribed by all shareholders in accordance with the Articles of Association;
(3) Shareholders * * * agree to formulate the Articles of Association;
(4) Having a company name and establishing an organization meeting the requirements of a limited liability company;
(5) Having a company domicile.
On the subject of establishment, the company-based private equity fund needs to pay attention to the legal limit of no more than 200 investors, including no more than 50 limited liability companies and no less than 6,543,800 yuan for a single investor. The number of investors is consistent with the number of shareholders stipulated in the Company Law. The Company Law stipulates that the maximum number of limited liability shareholders is 50, while the maximum number of shareholders of a joint stock limited company is 200.
Regarding the minimum amount of registered capital, in accordance with the provisions of the Company Law, if there are higher provisions in laws and administrative regulations, those provisions shall prevail. According to the filing conditions stipulated in the Interim Measures for the Administration of Venture Capital Enterprises, the paid-in capital of the company is not less than 30 million yuan. According to this regulation, the paid-in capital of venture capital enterprises is not less than 30 million yuan, but the registered capital is vague.
In terms of the establishment process, according to the Interim Measures for the Administration of Venture Capital Enterprises, the establishment of corporate PE requires going through the relevant industrial and commercial registration procedures in accordance with the registration procedures of the Company Law, and then going through the relevant filing procedures at the local development and reform commissions. If foreign capital is involved, it is necessary to go through the examination and approval procedures of the relevant foreign-funded commerce bureau or the Ministry of Commerce before going through the industrial and commercial registration procedures.
According to the Opinions on Strictly Cracking down on Illegal Securities Activities according to Law, the legal responsibility of illegal private placement should be strengthened. Intensify the criminal crackdown on illegal fund-raising in the field of private placement, and the embezzlement or misappropriation of fund property by private fund managers and their employees. Accelerate the formulation of the Interim Regulations on the Management of Private Investment Funds, and implement differentiated supervision and industry self-discipline for venture capital enterprises and venture capital management enterprises.