(1) Pre-approval of the application name
According to the provisions of the current enterprise establishment system, enterprises need to pre-approve the name of the enterprise to be established before applying to the administrative department for industry and commerce, and the enterprise name must comply with the provisions of the Regulations on the Administration of Enterprise Name Registration and the Implementation Measures for the Administration of Enterprise Name Registration. To establish a limited company private equity investment fund, a representative designated by all shareholders of the company or an agent entrusted by * * * must apply to the company registration authority for name pre-approval; To set up a limited company private equity investment fund, the representative designated by all the promoters or the agent of the principal shall apply to the company registration authority for pre-approval of the name.
To apply for the pre-approval of the name of the limited company private equity investment fund, it is necessary to submit the corresponding legal documents to the company registration authority. According to the Regulations on the Administration of Company Registration, the following documents shall be submitted when applying for pre-approval of the name:
(1) Application for pre-approval of company name signed by all shareholders of a limited liability company or all promoters of a joint stock limited company;
(2) Certificates from all shareholders or representatives designated by the promoters or entrusted agents;
(3) Other documents required by the State Administration for Industry and Commerce.
It should be pointed out that according to the investment direction of the fund, the company-based private equity investment fund can use the names of "XX Venture Capital Co., Ltd." and "XX Venture Capital Co., Ltd." in its name to show that the enterprise is a private equity investment fund enterprise specializing in venture capital. Equity investment enterprises can use "x * year * month * day * month * day * month * day * month * day * month * day * month * day * month * day * month * day * month * day * month * day * month * month * day * month * day.
(2) Registration of establishment
To establish a limited liability company-based private equity investment fund enterprise, the representative designated by all shareholders or the agent entrusted by all shareholders shall apply to the company registration authority for registration of establishment; The establishment of a private equity investment fund enterprise limited by shares shall be registered with the company registration authority by the board of directors.
1. Establishment and registration of private equity investment funds with limited liability company system
Where a limited liability company-based private investment fund is established, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the registration application materials in accordance with the provisions of the industrial and commercial registration department. Include the following documents:
(1) Application for registration of establishment signed by the legal representative of the company;
(2) Certificates of representatives designated by all shareholders or agents entrusted by * * *;
(3) Articles of association;
(4) A capital verification certificate issued by a legally established capital verification institution;
(five) the qualification certificate of shareholders or the identity certificate of natural persons;
(6) Documents stating the names and residences of the directors, supervisors and managers of the company, and certificates of appointment, election or employment;
(7) The employment documents and identity certificates of the legal representative of the company;
(8) Notice of pre-approval of enterprise name;
(9) Certificate of domicile of the company;
(10) Other documents.
2. Registration of private equity investment fund enterprises with joint stock limited company system
A private equity investment fund with a joint stock limited company system shall be registered with the company registration authority by the board of directors, and the registration application materials shall be submitted. The legal documents required for this step include:
(1) Application for registration of establishment signed by the legal representative of the company;
(2) the certificate of the representative appointed by the board of directors or the agent entrusted by * * *;
(3) Articles of association;
(4) A capital verification certificate issued by a legally established capital verification institution;
(five) the qualification certificate of the promoters' shareholders or the identity certificate of natural persons;
(6) Documents indicating the names and residences of the company's directors, supervisors and managers, and certificates of appointment, election or employment;
(7) The post-holding documents and identity certificates of the legal representative of the company;
(8) Notice of pre-approval of enterprise name;
(9) Certificate of domicile of the company;
(10) Other documents.
(3) Obtaining a business license
After the company-based private equity investment fund is established according to law, the company registration authority will issue the business license of the enterprise. The date of issuance of the business license of the company is the date of establishment of the company. The company issues the Business License of Enterprise as a Legal Person to the company registration authority, engraves the seal, opens a bank account, applies for organization code certificate and applies for tax registration (including national tax and local tax). So far, the establishment registration of private equity investment fund enterprises has been completed.
(4) filing and registration
A company-based private equity investment fund registered with the State Administration for Industry and Commerce shall apply to the administrative department of the State Council for filing. A company-based private equity investment fund enterprise registered in the administrative department for industry and commerce below the provincial level shall apply to the local provincial (including sub-provincial cities) administrative department for filing. In addition to the following circumstances, the company-based private equity investment fund enterprise shall, within 1 month after completing the industrial and commercial registration, apply to the corresponding management department for filing according to the regulations:
1. has been registered as a corporate private equity investment fund enterprise in accordance with the Interim Measures for the Administration of Venture Capital Enterprises;
2. It is established by a single institution or a single natural person with full capital contribution, or it is established by the same institution and its wholly-owned subsidiaries, and multiple wholly-owned subsidiaries of the same institution are not established. Among them, the company-based private equity investment fund enterprises with a scale of more than 500 million yuan are filed with the National Development and Reform Commission; Private equity investment fund enterprises with a scale of less than 500 million yuan shall be filed in the provincial filing management department.
In accordance with the provisions of the Venture Capital Measures and the PE Notice, private equity investment fund enterprises (private equity investment funds) that have completed the filing procedures in accordance with the provisions of the Venture Capital Measures and the PE Notice shall be subject to the supervision of the filing management department. Among them, venture capital private equity investment fund enterprises voluntarily put on record according to their own needs, and private equity investment fund enterprises engaged in equity investment are forced to put on record. Venture capital enterprises that have completed the filing and whose investment operation conforms to the relevant provisions may enjoy policy support and complete the filing procedures in accordance with the provisions of these Measures, and are not subject to the supervision of the management departments of venture capital enterprises and do not enjoy policy support.
(V) Internal management requirements of the company
Institutions engaged in private equity investment fund management should first have perfect corporate governance, internal control, business operation, risk prevention and other systems; Secondly, its management team should have experience in equity and venture capital, capital operation, enterprise restructuring and other industries, and have the ability to manage the investor's capital as entrusted. The management institution shall have qualified business premises, safety precautions and other business-related facilities, and the major investors and senior management personnel shall have good credit standing. Moreover, at least 3 senior managers of such management institutions have more than 2 years of experience in equity and venture capital or related business, of which at least 65,438+0 senior managers have more than 5 years of experience in equity and venture capital or economic management. Legal documents such as the articles of association or partnership agreement of private equity investment fund enterprises and their entrusted management institutions shall clarify the performance incentive mechanism and risk restraint mechanism and stipulate the decision-making procedures for relevant investment operations, and fully disclose the risks to investors in the fundraising documents.
(6) Special requirements of the articles of association
In the articles of association of private equity investment funds, besides the general matters stipulated in the Company Law, special contents should also be paid attention to. According to the Company Law, the articles of association of a joint stock limited company shall specify the company name and domicile; The business scope of the company; Mode of company establishment; The total number of shares, the amount of each share and the registered capital of the company; The name of the promoters, the number of shares subscribed, the mode and time of capital contribution; Composition, authority, term of office and rules of procedure of the board of directors; Legal representative of the company; Composition, authority, term of office and rules of procedure of the board of supervisors; Measures for profit distribution of the company; Reasons for the dissolution of the company and liquidation methods; Measures for company notice and announcement; Other matters that need to be specified at the shareholders' meeting.
The articles of association of a limited liability company shall specify the company name and domicile; The business scope of the company; Registered capital of the company; Name of shareholders; The mode, amount and time of contribution by shareholders; The organization of the company and its methods of formation, powers and rules of procedure; Legal representative of the company; Other matters deemed necessary by the shareholders' meeting; Shareholders shall sign and seal the articles of association.
According to the current special provisions of private equity investment fund enterprises, the articles of association should include performance incentive mechanism, risk restraint mechanism and decision-making procedures related to investment operation in addition to the above contents. Private equity investment fund enterprises should treat the property of different private equity investment fund enterprises they manage fairly, and private equity investment fund enterprises should set up different accounts and implement separate account management.
Establish a partnership private equity investment fund enterprise
Steps and required legal documents for establishing a partnership private equity investment fund enterprise
(1) Conditions and steps for establishment
The conditions and procedures for the establishment of partnership private equity investment fund enterprises basically follow the requirements of the Measures for the Administration of Partnership Enterprise Registration, the Notice on Doing a Good Job in the Administration of Partnership Enterprise Registration and the Provisions on Enterprise Registration Procedures. It should be noted that different places have different requirements on the establishment conditions and procedures.
1. According to the relevant provisions of the Partnership Enterprise Law, the establishment of a limited partnership enterprise shall meet the following conditions:
(1) A limited partnership enterprise shall be established by two or more partners, but the number of partners shall not exceed 50, unless otherwise stipulated by laws and regulations. A limited partnership enterprise shall have at least one general partner;
(2) Having a written partnership agreement;
(3) The words "limited partnership" shall be marked in the name of a limited partnership enterprise;
(4) The amount of capital contribution subscribed or paid by the partners; A limited partner may contribute capital in cash, in kind, intellectual property rights, land use rights or other property rights at a fixed price. However, a limited partner may not contribute capital with labor services;
(5) Other conditions stipulated by laws and regulations.
Step 2: Setup step
(1) for name pre-approval.
Partnership private equity investment fund enterprises shall apply for name approval in advance in accordance with the regulations, and the name must be marked as "limited partnership". Before the name is approved, at least the enterprise name, registered capital, investors and investment ratio of the enterprise shall be determined. However, the requirements for name approval vary from place to place, and the naming requirements of the place of registration shall prevail when it is established. For example, the naming format of Tianjin partnership equity investment enterprise is "XX equity investment partnership (limited partnership)", while Beijing requires the use of "fund" or "investment fund" in the name of the enterprise.
(2) Application for registration of establishment
To establish a limited partnership enterprise, application materials shall be submitted in accordance with the requirements of the industrial and commercial registration department. The applicant shall submit the documents required for establishment to the enterprise registration authority by the representative designated by all the partners or the agent entrusted by * * *.
(3) Obtaining a business license
The application materials submitted by the applicant are complete and conform to the statutory form. If the enterprise registration authority can register on the spot, it shall register on the spot and issue a business license. The date of issuance of the business license of the partnership enterprise is the date of establishment of the partnership enterprise. After obtaining the business license, it is necessary to engrave the official seal of the enterprise (at least with the official seal, financial seal and the names of many creative partners and their authorized representatives), handle the organization code certificate, handle the tax registration (including national tax and local tax), and open an account in basic account. Enterprises can invest abroad only after obtaining the account opening permit in basic account.
(4) filing and registration
The Notice on Promoting the Standardized Development of Equity Investment Enterprises requires equity investment enterprises to implement compulsory filing. Except for the following circumstances, the equity investment enterprise shall apply to the corresponding administrative department for filing within 1 month after completing the industrial and commercial registration: ① It has been filed as a venture capital enterprise in accordance with the Interim Measures for the Administration of Venture Capital Enterprises; (2) It is established by a single institution or a single natural person with full capital contribution, or by the same institution and its wholly-owned subsidiaries, and by multiple wholly-owned subsidiaries of the same institution. The voluntary filing of partnership venture capital enterprises took off quickly. After the establishment of a partnership private equity investment fund enterprise, it can voluntarily go to the filing management department for filing according to its own needs.