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How to set up a small private equity fund 20
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Professional answer
There are three forms of private equity funds: 1 limited partnership; 2 company system; 3 trust system.
The disadvantage of the company system is that it has to pay 25% corporate income tax and 5%-35% personal income tax. There are basically no idiots who use this model.
The disadvantage of the trust system is that it costs 3 million yuan to buy a trust account, and the scale should reach more than 654.38+0 billion. The threshold is too high for the poor to even think about it.
Partnership is an ideal organizational form of private equity funds, with unlimited registered capital and low taxes.
The following mainly tells you about limited partnership securities investment private equity funds. This is a limited partnership enterprise composed of investors (limited partners) and fund managers (general partners). Investors contribute capital and bear limited liability for the partnership. Under the supervision of the board of directors, the manager is responsible for the specific operation of venture capital and assumes unlimited responsibility for the partnership.
The establishment of a limited partnership securities investment private equity fund shall follow the relevant provisions of the Partnership Enterprise Law. According to Article 2 of the Partnership Enterprise Law, a limited partnership consists of a general partner and a limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed.
According to Article 9 of the Partnership Enterprise Law, to apply for the establishment of a partnership enterprise, an application for registration, a partnership agreement, a partner's identity certificate and other documents shall be submitted to the enterprise registration authority. If there are items in the business scope of a partnership that need to be approved before registration according to laws and administrative regulations, it shall be approved in accordance with the law and submit the approval documents at the time of registration.
Article 14 of the Partnership Enterprise Law stipulates that the establishment of a partnership enterprise shall meet the following conditions:
(1) There are more than two partners.
Partners who are natural persons shall have full capacity for civil conduct;
(2) Having a written partnership agreement;
(3) The amount of capital contribution subscribed or paid by the partners;
(4) Having the name of the partnership enterprise and the place of production and business operation;
(5) Other conditions stipulated by laws and administrative regulations.
Description:
1. Partners in a partnership are no longer limited to natural persons, but enterprises can also become partners;
2. Partnership agreement is very important for partnership enterprises, and private equity funds must have a partnership agreement for securities investment.
3. The registered capital of the partnership enterprise is not stipulated, only the subscribed or actually delivered capital contribution.
Article 16 of the Partnership Enterprise Law stipulates that partners may contribute their capital in cash, in kind, intellectual property rights, land use rights or other property rights, or they may contribute their capital in labor services. The newly revised Measures for the Administration of the Registration of Partnership Enterprises in People's Republic of China (PRC) also stipulates the establishment of partnership enterprises:
The administrative department for industry and commerce is the registration authority of the partnership enterprise (hereinafter referred to as the enterprise registration authority).
The State Council Administration for Industry and Commerce is responsible for the registration and management of national partnership enterprises.
The municipal and county administrative departments for industry and commerce shall be responsible for the registration of partnership enterprises within their respective jurisdictions.
The administrative department for industry and commerce of the State Council may make special provisions on the registration jurisdiction of special general partnerships and limited partnerships.
Where laws and administrative regulations have other provisions on the registration jurisdiction of partnership enterprises, such provisions shall prevail.
The registered items of a partnership enterprise shall include:
(1) name;
(2) Main business premises;
(3) executive partner;
(4) Business scope;
(5) Type of partnership enterprise;
(6) the name and domicile of the partner, the way of assuming responsibilities, the amount of subscribed or paid-in capital contribution, the time limit for payment, the way of capital contribution and the way of evaluation.
If the partnership agreement stipulates the partnership term, the registered items shall also include the partnership term.
If the executive partner is a legal person or other organization, the registered items shall also include the representative appointed by the legal person or other organization (hereinafter referred to as the appointed representative).
To establish a partnership enterprise, a representative designated by all partners or an agent entrusted by all partners shall apply to the enterprise registration authority for registration of establishment.
To apply for the establishment of a partnership enterprise, the following documents shall be submitted to the enterprise registration authority:
(1) An application for registration of establishment signed by all partners;
(2) Identification certificates of all partners;
(3) Power of attorney of all partners' designated representatives or * * * entrusted agents;
(4) Partnership agreement;
(5) Confirmation letter of all partners' subscription or actual contribution to each partner;
(6) the certificate of the main business place.