Legal thinking and some basic viewpoints of overseas private equity platform.
There are dozens of so-called offshore financial centers. In terms of the number of funds and the scale of assets managed, Delaware in the United States is very advanced, but in a strict sense, Delaware in the United States cannot be called a complete offshore concept, because we understand that the real fund manager is not in this place, but only registers the fund in this place.
From a global perspective, if Delaware is excluded, the Cayman Islands is a very leading private equity fund registration place. In the field of hedge funds, the number of funds registered in Cayman Islands accounts for 45% of the total offshore size, far exceeding other competitors. The assets registered in Cayman Islands account for 52%, which is 20 15, which is very leading. Even in the field of private equity funds, the number of funds in Cayman Islands accounts for 65,438+065,438+0%, which should be 7% from the second place, which is also a big step.
As for Hong Kong and Singapore, Hong Kong is an international financial center, but there are really not many funds registered in Hong Kong, and almost no private hedge funds will be set up in Hong Kong. Public Offering of Fund was really established in Hong Kong because the jurisdictions where offshore funds are registered have historically and traditionally gained the first-Mover advantage, and Hong Kong cannot compare with offshore jurisdictions in terms of taxation. Hong Kong and Singapore are home to many fund management companies. People who manage funds live in Hong Kong and Singapore, but no one will live in Cayman to manage funds.
Why choose Cayman as the fund registration place? From the legal person's point of view, we will attach great importance to the legal environment when choosing the place where the fund is registered. From a global perspective, the Anglo-American legal system has great influence in the global field. The Cayman Islands includes many other offshore islands, and their legal systems are very close to those of Britain and the United States. For example, Cayman itself is one of the overseas territories of the United States, and many laws are in line with British laws. The common law of the United Kingdom can be directly applied to the Cayman Islands, and the written law of the Cayman Islands draws on many American laws there. Therefore, for the global mainstream, the managers of private equity funds are all in the United States, including continental Europe. When they choose offshore registered funds, they will feel very familiar with the laws of the Cayman Islands, and the language of the Cayman Islands is also English, which makes mainstream fund managers feel very familiar.
The earliest offshore financial centers, including Dutch colonies, cannot be compared with Cayman in language and legal tradition, so Cayman has become a very competitive aspect of global offshore fund registration.
In addition, the political environment is also very important. There is no risk of coup and war in Cayman Islands. For the fund manager, he is very eager to find a very stable place, and he can guarantee that no policy and political changes will affect it.
In addition, Cayman has the characteristics of other common offshore jurisdictions, such as taxation. In Cayman, there is no offshore capital tax, stamp duty, profits tax, enterprise value-added tax and so on. Due to historical tradition, fund investors are very familiar with the Cayman Islands, which can save a lot of communication costs.
From a practical point of view, there are many related service organizations in the Cayman Islands, which are convenient for everyone, and there are many choices in price because of competition.
Let's talk about the legal regulatory framework in the Cayman Islands. Compared with China, its laws are quite simple, mainly including several major laws. One is the organic law, because Cayman hedge funds are mainly established in the form of companies, including company law, partnership law and trust law. The most important thing is the Cayman Mutual Fund Act, which is a law that all open-end hedge funds need to abide by. There is also the Cayman Islands securities investment business, which is aimed at fund managers. Generally speaking, Cayman's regulatory framework is simple, clear and very stable.
The main regulator of the Cayman Fund is the Cayman Monetary Authority. This is a typical SPC fund structure, in which S stands for independent isolation, P stands for portfolio, and C is an independent portfolio company, which is essentially a limited company and a corporate fund. Its main feature is that the asset portfolio in SP is an independent and isolated asset portfolio. Its legal feature is that SPC itself is a single independent legal person, but numerous sub-funds can be issued in the legal person, which is the combination of assets.
Each sub-fund corresponds to its own asset package. The most important feature is that although each sub-fund is within the framework of SPC, each sub-fund is isolated from each other. Like an independent fund, it can independently calculate its own investors and profits and losses, and will not be confused with other sub-funds. You can even hire your own service intermediaries independently, such as fund managers, such as investment consultants, managers and lawyers. So this will give asset management companies great flexibility.
The main application scenarios of SPC can be divided into three aspects: First, it is more traditional. A fund management company has many strategies, such as investing in stocks, some investing in bonds, some even investing in parent funds, some investing in Greater China, and some investing in global markets. Because of different strategies, different funds should invest separately to meet the preferences of different investors. SPC is very suitable for this kind of fund manager, and can issue this kind of fund quickly and efficiently on one platform to meet his needs.
The second is special account management. Some customers will have different customers, such as family businesses with specific investment preferences, so it is necessary to tailor a fund for a single customer and make real-time deployment according to the changes in risk preferences or income requirements of a single customer at different times. He should set up a single fund for a single client. SPC provides a good platform. Many customers, you set up an independent fund for a customer, and the operating cost is very high. SPC allows you to serve the management of many large customers with special accounts with specific needs at a relatively comprehensive and low cost.
Third, specific assets or specific investment opportunities. Some customers get a good investment opportunity and may take it out separately and package it into a special fund. This fund only invests in this product, which may be an investment opportunity for Pro-IPO or an opportunity for IPO instant investors. There are not many opportunities in the market. When he got the chance, he packaged the products separately. This product is easier to sell, and he can get higher fees and better terms. The challenge is that time is pressing, and the investment window period may be only one month, at most two months. Without a good fund platform, it takes at least three or four months to establish a fund from scratch, and this once-in-a-lifetime investment opportunity is fleeting. If there is a platform like SPC, you can set up a fund quickly and seize investment opportunities quickly. According to our many operations in establishing overseas funds, SPC, especially the subsequent issuance of sub-funds, does have great advantages.
Generally speaking, the comprehensive advantages of SPC come down to two points: First, the efficiency of fund issuance is very high. Second, when you have a large amount of funds, it will significantly reduce the marginal cost. This is very suitable for some fund managers who need multiple funds.
In the practice of selling overseas funds, the main document of selling funds is called sales memorandum, which is the main document of selling funds. The main business agreements in the fund and some information disclosed by the fund are integrated in this document.
SPC's issuance document contains an overall issuance memorandum, which is similar to infrastructure and establishes a framework for fund integration. Each sub-fund has its own characteristics, and each sub-fund has its own supplementary sales memorandum. Although it is the main document of the fund, investors do not need to sign this document, which is only for reading. Investors mainly sign subscription agreements, which will put a lot of information that investors need to fill in, as well as various statements and guarantees that investors need to make to fund managers.