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前言 《私募投资基金监督管理暂行办法》(Hereinafter referred to as the method)The formulation and implementation provide a clear basis for the establishment and operation of private equity funds.，and play a role in standardizing industry business behavior.，Promoting the development of the private equity industry。At the same time, commercial factoring investment funds also achieved rapid development.，Opening up a new path for refinancing commercial factoring companies。The following is a brief introduction to the main steps for setting up a commercial factoring investment fund.。
1. Establish a “private equity fund manager”。To issue a commercial factoring investment fund，First, there must be a “private fund manager”，According to the provisions of the Securities Investment Fund Law，The fund manager shall be a company or partnership established in accordance with the law.。
At the same time, in accordance with the explanations of the China Securities Regulatory Commission and the Asset Management Association，The same standards apply to private equity fund managers，That is, the private equity fund manager shall be a company or partnership established in accordance with the law.，Natural persons cannot register as private equity fund managers。So you first need to set up a company or partnership as a private equity fund manager。There are two aspects to consider when setting up an investment enterprise:：1、Business registration location selection；2、Enterprise registered capital and paid-in capital selection。
The choice of company registration place is very particular.。Regulation of establishment of enterprises in various places、tax policy、Preferential policies for private equity funds、The level of understanding of private equity funds is different. For example, Shenzhen Qianhai regulations：Equity investment fund management company，Established in the form of a joint stock company，The registered capital should be no less than RMB 10 million；Established in the form of a limited liability company，In fact, the paid-in capital should be no less than RMB 5 million.。
The corresponding regulations in Pudong, Shanghai are 5 million and 1 million.。In terms of corporate income tax，"Reply on Relevant Policies Supporting the Development and Opening-up of Shenzhen Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone"(Guohan [2012] No. 58)in file，It is proposed that on the basis of formulating industry access catalog and preferential catalog，Qualified enterprises in Qianhai will be levied corporate income tax at a reduced rate of 15%.，Tianjin Binhai and Shanghai Pudong do not have this.。
Of course, there are also many special financial supports and incentives that vary from place to place.，Enterprises need to carefully choose。The choice of enterprise registered capital and paid-in capital also needs to be considered，Merely meeting local registered capital standards is not enough。“Private equity fund managers” as sponsors，a private equity fund established，investor、Brokers and channel providers pay more attention to the size and qualifications of managers。
The manager has a large scale、Good historical performance，Easier to attract investors，The cost of capital obtained is also lower。However, some registered capital requirements are rigid
Require
It also comes from the industry regulations of channel dealers.。For example, private placement through trust channels，According to the provisions of the "Operation Guidelines for Securities Investment Trust Business of Trust Companies"：“A third party acting as an investment consultant for trust products needs to have a paid-up capital of no less than RMB 10 million.。"2. Registration of private equity fund managers。
2014The "Private Investment Fund Manager Registration and Fund Filing Measures" came into effect on February 7, 2020(Trial)》Clearly stipulates that private equity fund managers need to register with the Asset Management Association and apply to become members of the association。For investors, registration does not constitute the Asset Management Association’s assessment of the investment management capabilities of private equity fund managers.、Recognition of ongoing compliance，Not a guarantee of financial security。It only serves the purpose of publicizing information。
For private equity fund managers，You cannot set up a private equity fund without registering and applying to become a member.。According to the provisions of this trial method，Generally, the materials to be submitted include：Fund manager basic information、Basic information of senior managers、Basic information of shareholders or partners, etc.。3. Decide on the distribution channel。After registration with the fund manager,，You can start setting up a commercial factoring investment fund.。
Issuing a commercial factoring investment fund requires four major steps，respectively to determine the issuance channel、Design product structure、Select sales channels and product registration。The first is to decide the distribution channel。At present, there are mainly the following channels for issuing private equity funds in China:，respectively：trust、Contractual and limited partnerships。Is it feasible for commercial factoring investment funds to use these three channels??Trust private equity fund：Sunshine Private Equity。
Before contractual private equity funds were not recognized，A practice of using trusts to achieve compliance。Contractual private equity funds are currently recognized，However, Sunshine Private Equity is still one of the main channels for private equity funds.，The reason is that trust-type private equity is very difficult for fund managers to(investment advisory)
Require
Very high，Be truly transparent、Standardize，Investors and banks' priority funds favor it。As a result, Sunshine Private Equity’s fundraising process was very smooth.。
Can commercial factoring investment funds raise funds through trusts??According to Article 19 of the "Trust Company Management Measures"：“When a trust company manages, uses or disposes of trust property，In accordance with the provisions of the trust document，take investment、sell、Deposit peers、buy resale、lease、Loans, etc.。"Invest in commercial factoring or invest in accounts receivable，The author believes that it complies with this clause。
Contractual private equity funds：2014After the promulgation of the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds"，The optional channel for the issuance of private equity funds has added the option of contractual private equity filing, registration and independent issuance on the basis of the original channel.。Contractual private equity has no starting point of scale
Require
。The cumulative number of investors shall not exceed 200。
Fewer restrictions on investment direction，Both stock index futures and commodity futures can be operated，The direction of investment mainly depends on the contract entered into between the investor and the manager.，Commercial factoring investment funds are naturally included。However, it is currently difficult for this type of fund to access priority funds from banks.，The recruitment process is difficult。If the commercial factoring investment fund chooses the contract type，Not recommended to sell on your own。Authorized seller、Bank or third-party platform sales can reduce the difficulty of raising funds。
limited partnership private equity fund：A limited partnership fund refers to a fund that exists in the form of a limited partnership。It has no starting point of scale
Require
，No more than 50 partners，A partnership only needs to report the investors' personal income tax to the tax bureau and does not need to pay corporate income tax.。
The main advantage of limited partnership private equity funds is that there are almost no restrictions on capital investment，A limited partnership is a form of business，Partnerships can not only invest in the securities market but also in any legal field.，Of course, in actual operation, the partnership agreement of a limited partnership fund will generally impose certain restrictions on the investment direction of the fund based on the actual situation.。
One disadvantage of limited partnership funds is that theoretically any investor(Partner)To join or withdraw, you need to go to the Industrial and Commercial Bureau、The tax bureau handles changes in partners，These changes often require all partners to be present or provide the certificates of all partners.，The process is very troublesome。
And with the release of the government document No. 62 "Notice on Cleaning up and Standardizing Tax and Other Preferential Policies"，Preferential policies for limited partnerships in various places are unclear，One of the disadvantages of a limited partnership。Four design product structures。The structure of a product can largely influence its appeal to customers。Product structure can be divided into structured and managed(unstructured)。
in structured products，Shares of products divided into different types，Each type has different rights and obligations，Generally divided into priority and inferior levels。The inferior share guarantees fixed income for the priority share，bear risk of loss，Preferential shares receive priority in profit distribution and principal protection。Corresponding，Small profits from priority shares。Generally, priority funds from banks can be connected during the fundraising process.。Venture investors prefer inferior shares，Riskier，A corresponding increase in income。
Managed products are also called unstructured products.，The rights and obligations of all shares in the product are the same。Fund managers prefer managed products，This type of product does not have the pressure of guaranteeing principal and interest and controlling risks.，Fund managers have relatively large room for maneuver，But the corresponding fundraising process is much more difficult。
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