I. definition and characteristics of private equity funds and their managers
(1) definition and characteristics of private equity funds
Register according to the private equity investment fund managers and fund for the record to (try out) "the provisions of article 2, private equity investment fund (hereinafter referred to as" private fund "), refers to the non-public way to qualified investors to raise funds to set up investment funds, including asset by the fund manager or the management of a general partner in investment activities for the purpose of setting up the company or partnership.
At the same time, according to the "interim measures for the supervision and administration of private equity investment fund" in paragraph 3 of article 2, the public to raise funds, to invest in activities for the purpose of setting up the company or partnership, the administration of assets by the fund manager or a general partner the registration for the record, these measures shall apply to the fund raising and investment operation.
Therefore, the main characteristics of private funds are:
1. Non-public fund-raising;
2. Purpose of investment activities;
3. The assets shall be managed by the fund manager or general partner;
4. The organizational form of a company or a partnership.
According to the requirement of the base association, at the same time, the normal operation of private equity funds have needs to be done in the background for the record, and so on the platform of comprehensive asset management business to submit the query results can be as one of the standard of judgment.
(2) definition and characteristics of private fund managers
According to article 12 of the law of the People's Republic of China on securities investment fund, the fund manager shall be the company or partnership established according to law. Article 31 rules at the same time, to regulate the initial public offering fund of fund managers of specific measures, by the financial supervision and administration institution under the state council formulated in accordance with the principles of this chapter, but at present in the base of related file is not for private equity fund managers make a clear definition.
As a result, the main characteristics of private fund managers are as follows:
1. The name and business scope contain the words closely related to the private business;
2. to manage private equity funds for the main purpose and generally be the GP of the partnership private fund managed by them;
3. The main sources of income are the management fees of private funds;
4. The senior management has the experience of private fund management and the fund qualification certificate;
5. Set up investment decision committee, investment department, risk control department and other private fund manager necessary departments;
The organizational form of a company or a partnership.
Ii. The nature of different partnerships in practice
(1)partnership holding platform established within the enterprise
Enterprises to achieve the equity incentive or other purposes in the form of a partnership enterprise set up by the share platform, because of the platform of the partnership investment with self-owned capital per capita, there is no private foreign raise behavior, is not in conformity with the characteristics of private equity funds, so the need for private equity for the record.
(2) partnership enterprises with natural persons as GP
In practice there are relatives or friends established partnership, and set a certain amount of money to a natural person investment behavior, the mainstream view is that such enterprises don't need to put on record for private equity funds, because of its no foreign public behavior, but if such enterprises break through the original way of funds collection, in the public activity, then the enterprise will comply with the basic characteristics of the private equity fund. And according to the law of the People's Republic of China on securities investment fund law "the provisions of article 12, the natural person cannot apply for registration for private equity fund managers, the situation will be so in this case the enterprises need to hire a registered private equity fund managers, and private funds for the record work done in time, otherwise will be regarded as illegal fund-raising, base in the association to carry on the punishment.
lll, to provide the Chinese securities investment fund industry association (hereinafter referred to as the base in the "association") record filing materials and promised not to belong to private equity fund managers investment partnership clear legal opinions issued by analysis
(1) whether the applicant institution is a valid and effective institution
The following materials are mainly checked for legal advice on whether the application institution has issued a legal opinion for the legal and effective depository institution.
1. The complete set of industrial and commercial archives established by the enterprise;
2. The current effective business license of the enterprise;
3. Compliance letter issued by the market supervision authority;
4. Network check.
(2) whether the name of the institution and the scope of its business contain the words closely related to the business properties of the private fund manager
Released according to the base in the agreement in the private equity fund managers registered legal submission guidelines ", and "the private equity investment fund registration and filing of problem solving (7), the private equity fund manager's name and business scope should be included in the" fund management ", "investment management", "asset management", "equity", "venture capital" and related words, so if the name of the partnership and the business scope contains related closely with the private equity fund managers business attribute, you should pay attention to check the specific conduct business situation. If the enterprise is a private fund manager, it should be recommended to complete the filing as soon as possible. If the enterprise does not carry out the relevant business, it is recommended that the enterprise shall revise the name and scope of business as soon as possible.
The verification is aimed at the following materials:
1. The complete set of industrial and commercial archives established by the enterprise;
2. The current effective business license of the enterprise;
3. The current effective partnership agreement;
4. The audit report of enterprises in the past three years;
5. Advertising and other promotional information of network verification enterprises.
(3) whether there is a private fund management business in the main business and concurrently engaged business
This verification and the aforementioned verification of the name and scope of business can confirm each other, mainly checking the following materials:
1. In the last three years of the audit report, the company focuses on the description of the main business;
2. Major contracts of enterprises;
3. The enterprise shall fill out the verification form and disclose its foreign investment;
3. Advertising and other promotional information of online verification enterprises.
(4) whether the source of enterprise funds is not publicly raised
The focus of the verification is also a risk point, since the main feature of private equity is its non-public fund-raising for investors, which mainly checks the following materials:
1. The partner's resume verification table, if the executive partner is a non-natural person, should verify whether the executive partner is a private fund manager;
2, lawyers interview partner, verification partner relation between, if ordinary partnership is human sex is stronger, and combining with partner, whether it is the number of private equity funds may be;
3, the enterprise the latest "partnership agreement", examine the investment proportion of partners, at the same time pay attention to the changes than a partner, if the number has increased significantly should check whether there is the public;
4. The capital verification report funded by the partners;
5. Commitment letter issued by enterprises and partners.
In addition to outside the scope of the securities industry association explicitly mentioned the four, can also increase the partner of the enterprise, the enterprise with foreign investment, enterprise internal department setting and staffing part such as checks, reference to private equity fund managers for the record of the requirements of the legal opinion guide to complete the verification, in order to confirm whether the company belongs to private equity funds or private equity fund managers.