First, venture capital fund is a special kind of equity investment fund, and there are differences between them.
According to Article 34 of the Interim Measures for the Supervision and Administration of Private Investment Funds (hereinafter referred to as the Measures), venture capital funds refer to equity investment funds that mainly invest in unlisted startup companies, and the investment rights can be common stocks, convertible preferred stocks, convertible bonds, etc. From this definition, we can see that venture capital fund is essentially a special private equity investment fund.
However, why should we have a separate chapter on venture capital funds? According to the explanation of the special provisions of the "Draft for Comment on the Measures for the Supervision and Management of Private Equity Investment Funds" issued by China Securities Regulatory Commission, "Because it mainly invests in small and micro enterprises, it belongs to the field of market failure, all countries in the world have passed special legislation, on the one hand, to clarify the fiscal and taxation support policies, on the other hand, to supervise and guide its investment fields to ensure the realization of policy objectives." The "Measures" make special provisions on the special chapter of venture capital funds: First, define venture capital funds with reference to the internationally accepted definitions and the Interim Measures for the Administration of Venture Capital Enterprises jointly issued by ten ministries and commissions in 2005 (hereinafter referred to as the "Measures for Venture Capital"); Second, it is stipulated to encourage and guide venture capital funds to invest in small and micro enterprises in the initial stage of entrepreneurship, and from the perspective of connecting the established venture capital policy support mechanism, it is stipulated that the investment scope of venture capital funds enjoying national fiscal and taxation support policies should comply with relevant state regulations; Third, it is clear that the fund industry association will implement differentiated industry self-discipline and membership services for venture capital funds; Fourth, it is clear that the CSRC will adopt differentiated supervision and management over venture capital funds in terms of investment direction inspection, and stipulate that it will provide convenient services for venture capital funds in terms of account opening, issuance and trading, and investment withdrawal. "
Although according to the provisions of the Measures, fund industry associations adopt differentiated industry self-discipline for venture capital funds in terms of fund manager registration, fund filing, investment declaration requirements and membership management, and provide differentiated membership services. However, from the information feedback verified by the fund industry association, there is no difference between the corresponding registration and filing management of the two funds and the follow-up membership service.
Two, the establishment of venture capital funds are also subject to the constraints of venture capital measures.
According to June, 2065438+03, the central editorial office issued a notice, which clearly assigned the management responsibilities of private equity funds, including venture capital funds, to the CSRC, and the Development and Reform Commission was responsible for organizing the formulation of policies and measures to promote the development of private equity funds. From the legal effect analysis of the Interim Measures for the Supervision and Management of Private Investment Funds and the Interim Measures for the Management of Venture Capital Enterprises, the latter is a departmental regulation jointly issued by the National Development and Reform Commission, the Ministry of Science and Technology, the Ministry of Finance, the Ministry of Commerce, the State Administration for Industry and Commerce and the China Securities Regulatory Commission in 2005. In terms of effectiveness, since both of them belong to departmental regulations, they should take effect at the same time without explicitly abolishing the venture capital approach. Secondly, the latter should be regarded as lex specialis. Generally speaking, in the same level of laws and regulations, the special law should be superior to the common law. Therefore, the establishment of venture capital fund should also be restricted by venture capital measures.
3. Comparison of advantages and disadvantages between venture capital funds and general equity investment funds.
(A) there are many restrictions on venture capital funds in laws and regulations.
1. The minimum registered capital is relatively high.
According to the third paragraph of Article 9 of the Measures for Venture Capital, the specific differences of "the paid-in capital of a venture capital enterprise is not less than 30 million yuan, or the first paid-in capital is not less than100000 yuan, and all investors promise to make up the paid-in capital of not less than 30 million yuan within five years after registration" are shown in the table below.
2. Commercial ban
According to Article 13 of the Measures for Venture Capital, "venture capital enterprises shall not engage in guarantee business and real estate business". However, general private investment funds do not have this provision. See the table below for specific differences.
3. Limit the investment proportion of a single investment project.
According to Article 16 of the Measures for Venture Capital, "the investment of a venture capital enterprise in a single enterprise shall not exceed 20% of the total assets of the venture capital enterprise", which is not stipulated in general private equity funds.
4. Minimum duration limit
According to Article 196 of the Measures for Venture Capital, a venture capital enterprise may set a limited period in advance, but the shortest period shall not be less than 7 years. General private equity funds do not have this restriction.
See the table below for tax differences.
(two) the establishment of venture capital funds have the opportunity to obtain national financial support and related policy tilt.
According to the State Council's Decision on Accelerating the Cultivation and Development of Strategic Emerging Industries, in the Opinions on Vigorously Developing Venture Capital and Equity Investment Funds, it is clearly stated that "government venture capital funds should play a guiding role in emerging industries, expand the scale of government venture capital in emerging industries, and make full use of market mechanisms to drive social funds to invest in innovative enterprises in strategic emerging industries in the early and middle stages of entrepreneurship." Subsequently, the Ministry of Science and Technology, the Ministry of Finance and other relevant ministries and commissions successively issued the Interim Measures for the Administration of the National Scientific and Technological Achievements Transformation Guidance Fund and the Interim Measures for the Administration of the Establishment of Venture Capital Sub-funds by the National Scientific and Technological Achievements Transformation Guidance Fund to standardize and guide the support of government funds to venture capital funds. Venture capital funds that meet the relevant provisions can apply for related projects.
For the convenience of readers, the list is as follows:
Comparison between Private Equity Investment Fund and Venture Capital Fund
Stock investment fund
Venture capital fund
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Form of establishment
1) company system (limited liability company or joint stock limited company)
(2) Partner system
(3) Contract system
(1) limited liability company
(2) Limited by Share Ltd
(3) The establishment of other enterprise organizational forms as prescribed by law.
Contractual equity investment refers to the trust company handing over the raised funds to a professional fund management team or trust company for management and operation through the form of equity investment trust plan.
registered capital
Standards vary from place to place. Generally speaking, the registered capital of equity investment fund management companies is required to be not less than 5 million yuan, and the registered capital of equity investment fund companies is not less than 654.38+0 billion yuan. .
The paid-in capital is not less than 30 million yuan, or the first paid-in capital is not less than 6,543,800 yuan, and all investors promise to make up the paid-in capital of not less than 30 million yuan within five years after registration.
scope of business
Generally speaking: engaged in equity investment management of non-listed companies.
(1) Initiate the establishment of equity investment funds; (2) Managing equity investment funds.
(3) Providing management services for equity investment funds;
(4) Equity investment consulting services.
Overview: Providing investment consulting and management services for venture capital enterprises.
(1) venture capital business.
(2) Acting as an agent for the venture capital business of other venture capital enterprises and other institutions or individuals.
(3) Venture capital consulting business.
(4) Providing entrepreneurial management services for entrepreneurial enterprises.
(5) Participate in the establishment of venture capital enterprises and venture capital management consulting institutions.
Register for the record
1. The fund manager shall apply to the fund industry association for registration in accordance with the provisions of the fund industry association;
2. After all kinds of private equity funds are raised, the private equity fund manager shall go through the fund filing procedures in accordance with the provisions of the fund association.
The specific tax policies in different regions are different, among which Beijing, Tianjin, Shenzhen, Shanghai and other regions have relatively perfect relevant regulations on tax incentives.
Special provisions
There are no special rules