Port communicationThe most comprehensive private equity fund registration in history
FAQ
Answer (Exquisite) 1、Private equity fund manager registration 1、Private equity fund managers register company names、What is the business scope?
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? Does the name have to contain words related to "private placement"?
answer：According to the "Guidelines for Legal Opinions on Registration of Private Equity Fund Managers"、"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 Management"、"asset Management"、"Equity Investment"、"Venture investment" and other related words。
also，From the perspective of professional operation and prevention of conflicts of interest，Private equity fund managers are not allowed to concurrently engage in businesses that may conflict with private equity funds、Sell-side business and other non-financial businesses not related to the buy-side “investment management” business。According to the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers"，The Association encourages private equity fund managers to add “private equity” related words to their names，But it is not mandatory for now
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。
2、At present, some regions have strict requirements on the industrial and commercial registration and business scope of investment enterprises.、Relevant restrictive measures have been adopted for name changes and other changes.。in this case，If the business scope and name of the registered private equity fund manager do not comply with the relevant self-discipline of the association
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，However, it is objectively impossible to complete the change of industrial and commercial information.，How to deal with it? answer：The rectification of the business scope and name of the private equity fund manager requires that the relevant industrial and commercial information changes be completed in advance.。
Considering that the relevant industrial and commercial registration policies in various places are in a period of adjustment recently,，To conduct business without affecting registered private equity fund managers，Private equity fund managers who need to submit relevant legal opinions，If its business scope and name do not comply with the relevant self-discipline of the association,
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，At the same time, it is indeed impossible to make relevant industrial and commercial changes due to objective reasons，The applicant institution should make a written commitment not to engage in other businesses unrelated to the specific private equity fund business type in which the institution is engaged.，And promised to wait until the relevant industrial and commercial change procedures can be processed normally.，Business scope and name changes will be completed in a timely manner，and press in the private equity fund registration and filing system
Require
Timely update changed industrial and commercial information。
The above commitments should be truthfully informed to the relevant law firms and handling lawyers.，There are private equity fund products，Investors should be truthfully informed。
If the applicant institution has a business scope that is expressly prohibited by the "Answers to Questions and Answers Related to Registration and Filing of Private Equity Funds (7)"，You should make rectifications and complete changes to relevant industrial and commercial information before you can submit your application again.，Such situations include：The business scope and actual business registration of private equity institutions include businesses that may conflict with private equity investment fund business (such as private lending).、private financing、Capital allocation business、Small amount of finance、small loan、P2P/P2B、Crowdfunding、Factoring、guarantee、real estate development、trading platform, etc.)。
3、Registration of private equity fund managers against registered capital/subscribed capital、Paid-in capital/paid-in capital、What is the actual receipt/payment ratio, etc.
Require
? answer：The "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers" does not
Require
The applicant institution must have capital above a certain amount before it can be registered.。
However, as a necessary and reasonable condition for the operation of the institution，Applicants should base their operations on their own operations and business development direction.，Ensure there is sufficient capital to ensure the effective operation of the institution。Relevant capital should cover the organization’s reasonable labor compensation over a period of time、House rent and other daily operating expenses。Law firms should evaluate whether a private equity fund manager has the capital required to engage in private equity fund management.、Conduct due diligence on capital conditions, etc. and issue professional legal opinions。
For the situation where the paid-in capital/paid-in capital of the private equity fund manager is less than 1 million yuan or the paid-in/paid-in ratio does not reach 25% of the registered capital/subscribed capital，The association will give special reminders in the information disclosed by private equity fund managers.，and be announced in the classified announcement of private equity fund managers.。4、What basic systems do institutions need to establish when registering private equity fund managers?
answer：Private equity fund managers should refer to the "Internal Control Guidelines for Private Equity Fund Managers" issued by the Association、The "Guidelines for Legal Opinions on Registration of Private Equity Fund Managers" and other regulations are formulated and uploaded to relevant systems.，System documents include but are not limited to (depending on the specific business type) operational risk control system、information disclosure system、Internal transaction recording system、Guard against insider trading、Conflict of Interest Investment Transaction System、Qualified investor risk disclosure system、Qualified investor internal review process and related systems、Private equity fund promotion、Recruitment-related regulatory systems，and the fair trading system applicable to private securities investment fund business、Securities reporting system for practitioners, etc.。
also，In the legal opinion, the law firm should issue an opinion on whether the system has the realistic basis and conditions for effective implementation based on the actual situation of the company.。For example，Whether the establishment of relevant systems matches the existing organizational structure and staffing of the institution and meets the actual needs of the institution's operations, etc.。
If the existing organizational structure and staffing of private equity fund managers make it difficult for them to fully implement relevant systems independently and effectively，The organization may consider purchasing the services of an outsourcing service agency，including law firms、Professional services such as accounting firms。
The association encourages private equity fund managers to consider their own actual operating conditions，Professional outsourcing services by choosing a private equity fund outsourcing service agency registered with the association，Achieve the goals of the institution’s risk management and internal control systems，Reduce operating costs，Improve core competitiveness。If the above situation exists，Please apply for registration as a private equity fund manager，Submit an outsourcing service agreement or a letter of intent for an outsourcing service agreement at the same time。
5、Will the registration and filing be affected if the registration place of the applicant institution and the actual business location are not in the same administrative region? answer：The registration place of the applicant organization and the actual business location are not in the same administrative region，Does not affect private equity fund manager registration。However, the applicant organization should truthfully fill in relevant matters.，Law firms are required to make relevant factual statements，State the place of business of the manager、Matters such as whether the respective places of registration are actually operated in the actual place of business, etc.。
two、Private equity fund registration 1、Private equity fund managers who have registered but have not yet registered private equity fund products，What are the registration procedures for applying for registration of a private equity fund for the first time?
answer：According to the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers"
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，Private fund managers who have registered before the "Announcement" and have not yet registered private fund products，The "Legal Opinion on Registration of Private Equity Fund Manager" should be submitted before applying for registration of private equity fund products for the first time.，After the submitted legal opinion is approved,，Submit private equity fund registration according to normal procedures。
2、How to determine the qualified investor standards of private equity funds?answer：According to the "Interim Measures for the Supervision and Administration of Private Investment Funds"，Qualified investors of private equity funds refer to those who have corresponding risk identification capabilities and risk-taking capabilities，Units that invest in a single private equity fund with an amount of not less than 1 million yuan and meet the following relevant standards and (1) units with net assets of not less than 10 million yuan；(2) Individuals whose financial assets are not less than 3 million yuan or whose average annual income in the past three years is not less than 500,000 yuan。
The financial assets mentioned in the preceding paragraph include bank deposits、stock、bond、Fund shares、Asset Management Plan、Bank financial products、trust plan、insurance products、Futures rights, etc.。
According to the relevant provisions of Article 13 of the "Interim Measures for the Supervision and Administration of Private Investment Funds"，The following investors are considered qualified investors：(1) Social security fund、Enterprise annuities and other pension funds，Charitable funds and other social welfare funds；(2) Investment plans established in accordance with the law and registered with the Asset Management Association of China；(3) Private equity fund managers and their employees who invest in the private equity funds they manage；(4) Other investors specified by the China Securities Regulatory Commission。
as a partnership、Contract and other unincorporated forms，Directly or indirectly invest in private equity funds by pooling funds from a majority of investors，Private equity fund managers or private equity fund sales agencies should conduct thorough verification to see whether the final investor is a qualified investor.，And combined to calculate the number of investors。
but，Comply with paragraph (1) of this article、(two)、Investors specified in item (4) invest in private equity funds，No more penetrating verification of whether the final investor is a qualified investor and a consolidated calculation of the number of investors。3、Proof of private equity fund raising scale、Filing of proof of paid-in capital contribution
Require
Which ones are there?
answer：Proof of private equity fund raising scale、The proof of paid-in capital contribution should be a certificate issued by a third-party institution，Including the fund arrival certificate issued by the fund custodian、Capital verification certificate、bank receipt、Investment certification documents such as industrial and commercial registration transfer materials containing actual payment information。Funds raised by private equity funds are not allowed to be paid on behalf of others。4、Registration of unmanaged private equity funds
Require
Which ones are there?
answer：Unless otherwise agreed in the fund contract or partnership agreement，Private equity funds should be managed by fund custodians。If the private equity fund does not have custody，Please supplementally submit a non-custodial confirmation signed by all investors (the "No Custody Confirmation" states "This fund has no custody")，Or explain it in "Other issues that the administrator thinks need to be explained"，The contract clearly stipulates that there is no custody for this product and the relevant chapters of institutional measures and dispute resolution mechanisms to ensure the safety of private equity fund property。
5、Private equity investors involved in limited partnerships，Need penetration? answer：as a partnership、Contract and other unincorporated forms，Directly or indirectly invest in private equity funds by pooling funds from a majority of investors，Please verify whether it is registered with the association。
If it has been filed，Please fill in the product code in "Investor Details"；If there is no record，According to the relevant provisions of the "Interim Measures for the Supervision and Administration of Private Investment Funds" and the "Administrative Measures for the Raising of Private Investment Funds"，Private equity fund managers or private equity fund sales agencies should conduct thorough verification to see whether the final investor is a qualified investor.，And combined to calculate the number of investors，And fill in the partnership in a separate list in "Investor Details"、Investors’ investment in contractual funds。
6、Registration of private equity fund investors including employees as co-investors and the amount of co-investments does not meet the standards of qualified investors
Require
Which ones are there?
answer：The private equity fund investors listed in Article 13 (3) of the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" include private equity fund managers and their employees who have followed the investment and the amount of the follow-up investment 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 private equity fund managers pay social security for employees and other relevant documents proving labor relations.。
7、2025The professional qualifications of senior executives of private equity fund managers who have registered before December 31, 2020 do not meet the "Announcement on Further Regulating Certain Matters Regarding the Registration of Private Equity Fund Managers"
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，Can private equity fund managers still apply for registration of private equity fund products?
answer：According to the Securities Investment Fund Law、The "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" and the "Announcement on Further Regulating Certain Matters Regarding the Registration of Private Equity Fund Managers" stipulate that registered private equity fund managers should obtain fund practice qualifications before December 31, 2025.。Failure to obtain qualifications within the time limit，The association will suspend accepting the institution’s private equity fund product registration and other major matters change applications。
Before December 31, 2025，For example, relevant senior executives of registered private equity fund managers(Including legal representative)Not qualified to engage in fund business，Does not affect private equity fund managers’ application for registration of private equity fund products。three、Legal opinion 1、Legal representative at the same time、actual controller、Controlling shareholder changes，Can a special legal opinion be issued?
answer：If the legal representative is changed at the same time、actual controller、Controlling shareholders or changes are related to each other，Can issue a special legal opinion，However, the legal opinion should explain the interrelated situations，and express opinions on each of the various matters proposed for change.。2、If a registered private equity fund manager needs to submit a supplementary legal opinion, should he issue an opinion based on the actual situation after rectification?
If you express opinions based on the situation after the organization has been rectified，There are situations that are inconsistent with the information published by the association，How to deal with it? answer：According to the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers"
Require
Registered private equity fund managers should make rectifications within the corresponding time period，The matters that need to be changed shall be completed by submitting a major matter change application or an annual change application.。
The legal opinion should express opinions on the actual situation after the company has rectified and completed the changes.，It should be consistent with the information published by the association.。If the law firm’s due diligence results are inconsistent with the information published by the association,，The reasons for the inconsistency should be disclosed in the legal opinion and the situation should be explained in detail。3、Private equity fund managers generally report that the adoption rate of legal opinions is low，And I don’t quite understand the reason for the return.，Can you give a detailed explanation?
answer：After the release of the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers"，New registration application for private equity fund managers、The number of institutions that approved the application for filing and supplementing legal opinions for the first fund was relatively small.，The main reason is that:First, the applicant institution failed to follow the principles of professional management and prevention of conflicts of interest.，Concurrently engaged in non-financial business、Credit business，It is 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 employees of the applying institution.、capital、address、Facilities, etc.，Failure to effectively confirm the institution’s paid-in fund information，It cannot be confirmed that there is 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.，Even simple plagiarism templates，Relevant systems do not have the realistic basis and conditions for effective implementation。
Recently, as private equity fund management institutions and law firms have responded to the Announcement,
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gradual understanding of，The application approval situation has gradually improved，and tend to normalize。
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