Conditions for filing private equity funds

This year, the National Fund Industry Association released the "Frequently Asked Questions on Registration and Filing of Private Equity Funds", which answers many practical questions that the industry is concerned about, from registration and filing to legal opinions. China Securities Journal reporters have sorted out the eight practical points that were rarely mentioned before. .
. .. The registered name of a private equity fund manager is encouraged to add the word "private equity", but it is not mandatory at the moment.
The association stated that according to the "Guidelines for Legal Opinions on Registration of Private Equity Fund Managers" and "Answers to Questions and Answers on Registration and Filing of Private Equity Investment Funds (7)", the name and business scope of a private equity fund manager should include fund management, investment If the management, asset management, equity investment, venture capital and other related words>
, business scope and name do not meet the self-discipline requirements, and industrial and commercial changes cannot be made due to objective reasons, a written commitment can be made in advance to make changes afterwards.
.. The meeting stated that considering that the relevant industrial and commercial registration policies in various places are in a period of adjustment recently, in order not to affect the business operations of registered private equity fund managers, private equity fund managers who need to submit relevant legal opinions, if their business scope If the name and name do not meet the relevant self-regulatory requirements of the association, and it is confirmed that relevant industrial and commercial changes cannot be made due to objective reasons, the applicant institution shall make a written commitment not to carry out other businesses unrelated to the specific private equity fund business type engaged in by the institution, and promise to wait for relevant industrial and commercial changes. After the change procedures can be completed normally, the change of business scope and name will be completed in a timely manner, and the changed industrial and commercial information will be updated in a timely manner in the private equity fund registration and filing system as required.
. . 3. The paid-in capital/
paid-in capital is less than 10,000 yuan or the paid-in/
ratio of paid-in capital does not reach the registered capital/< br/>% of the subscribed capital
, the association will prompt and publicize it.
.. The meeting stated that the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers" does not require that the applicant institution must have a specific amount of capital or more before it can register. However, as a necessary and reasonable operating condition of the institution, the applicant institution should ensure sufficient capital to ensure the effective operation of the institution based on its own operating conditions and business development direction. Relevant capital funds should cover the organization’s daily operating expenses such as reasonable labor wages, house rent, etc. over a period of time. Law firms should conduct due diligence and issue professional legal opinions on whether private equity fund managers have the capital, capital conditions, etc. required to engage in private equity fund management.
. . 4. Clarify the filing requirements for proof of private equity fund raising scale and proof of paid-in capital contribution, as certificates issued by third-party institutions.
.. The meeting stated that the private equity fund raising scale certificate and paid-in capital contribution certificate should be certificates issued by third-party institutions, including fund arrival certificates issued by the fund custodian, capital verification certificates, bank receipts, including paid-in information. Industrial and commercial registration transfer materials and other investment certification documents. The funds raised by private equity funds are not allowed to be paid on behalf of others.
. . . If private equity fund investors are involved in limited partnerships, if they are not registered, thorough verification is required.
The association stated that if you directly or indirectly invest in private equity funds by pooling the funds of a majority of investors in unincorporated forms such as partnerships and contracts, please verify whether they have been registered with the association. If it has been filed, please fill in the product code in the investor details. If it has not been filed, according to the relevant provisions of the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" and the "Measures for the Administration of Private Equity Fund Raising Behavior", the private equity fund manager or private equity fund sales agency shall Penetrately check whether the final investor is a qualified investor, and calculate the number of investors together.
If private equity fund investors include employees who have participated in the investment and the amount of the investment does not meet the standards of qualified investors, the filing requires uploading employee employment certificates , labor contract and other documents.
.. The meeting stated that the private equity fund investors listed in Item (3) of Article
of the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" include private equity fund managers and their employees who have invested and followed suit. If the investment amount does not meet the standards of qualified investors, the employee employment certificate signed by the private equity fund manager and the labor contract signed by the private equity fund manager and the employee should be uploaded to the other issue document description upload in the private equity fund registration and filing system, or the private equity The fund manager pays social security for employees and other related documents proving the labor relationship.
. .,
Prior to the date of year, month and year

Relevant senior management personnel (including legal representatives) of registered private equity fund managers do not have the qualifications to engage in fund business, which does not affect private equity The fund manager applies for registration of private equity fund products.
.. The meeting stated that according to the relevant provisions of the Securities Investment Fund Law and the Interim Measures for the Supervision and Administration of Private Equity Investment Funds, registered private equity fund managers shall
month

/>Recently obtained fund practitioner qualification. If the qualification is not obtained within the time limit, the association will suspend the acceptance of the institution's private equity fund product registration and other major matters change applications. Before
year, month

if the relevant senior executives (including legal representatives) of the registered private equity fund manager do not have the qualification to engage in fund business, this will not affect the private equity fund manager’s application for registration. Private equity fund products.
. . Private equity fund managers generally report that the approval rate of legal opinions is low and they do not understand the reasons for their return. The association provided an explanation.
.. The meeting stated that after the release of the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers", a small number of institutions have passed applications for registration of new private equity fund managers and applications for filing supplementary legal opinions for the first fund registration. , the main reasons are: First, the applicant institution failed to follow the principles of professional management and prevention of conflicts of interest, and concurrently engaged in non-financial business and credit business. It planned to engage in securities investment and equity investment business at the same time without setting up corresponding institutional arrangements. Or simultaneously carry out other businesses with conflicts of interest. Second, the legal opinion did not carefully verify the applicant's employees, capital, residence, facilities, etc., did not effectively confirm the institution's paid-in fund information, and failed to confirm that there was sufficient capital to ensure the effective operation of the institution. Third, the risk management and internal control systems are inconsistent with the real business of the applicant institution, or even simply plagiarized templates, and the relevant systems do not have the realistic basis and conditions for effective implementation.