Limited partnership is convenient and flexible in form, and it is a transparent body in taxation, so it is often used as a carrier of foreign investment, especially in VC/PE field. In 20 14, the China Securities Regulatory Commission and the China Foundation respectively issued the Interim Measures for the Supervision and Management of Private Investment Funds and the Measures for the Registration and Filing of Private Investment Funds (for Trial Implementation), covering all carriers (including contractual, corporate and limited partnership). ) investment activities are included in the category of private equity funds, and they are required to file private equity funds.

Private equity funds can choose limited partnership as the carrier, which does not mean that all limited partnerships need to handle private equity fund filing.

The situation that must be filed.

Limited partnership initiated by private equity managers.

Where a limited partnership is initiated by a private equity fund manager registered with the China Foundation, the limited partnership shall handle the filing of the private equity fund.

Securities investment limited partnership enterprise

For a limited partnership that invests in securities, as it is necessary to open a securities account in China, the application materials for opening an account must be submitted to the China Foundation for the record. Therefore, limited partnerships investing in securities need to file the products of private equity funds with China Foundation.

Plan to invest in the main board listing, participate in mergers and acquisitions or the New Third Board.

2065438+On March 6, 2005, the CSRC issued the Answers to Relevant Questions about the Filing and Issuance Supervision of Private Equity Funds, which clearly stipulated the specific requirements for intermediaries to verify the filing of private equity funds.

2065438+On March 6th, 2005, China Securities Regulatory Commission issued "Questions and Answers on the Filing of M&A Private Equity Funds Related to the Examination and Reorganization of Administrative Licensing", which put forward clear requirements for the examination of the filing of M&A private equity funds and the reorganization of listed companies.

2065438+On March 20, 2005, the National Small and Medium-sized Enterprise Share Transfer System (New Third Board) issued "Regulatory Questions and Answers on Strengthening Private Equity Funds' Participation in the Filing Management of the National Share Transfer System", requiring private equity funds and their managers to complete the registration and filing procedures in the China Foundation.

Contractual private equity fund

According to different organizational forms, private equity funds can be divided into company type, limited partnership type and contract type. Companies and limited partnerships can be ordinary industrial and commercial enterprises except private equity funds, but this problem does not exist in contractual mode. Therefore, if there is a contract (contract) for foreign investment, private equity funds should be put on record. If the foreign investment is contractual (contractual), the private equity fund shall put it on record.