Port communicationPrivate Equity Filing Private Equity Fund Filing 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 and individuals who invest no less than 1 million yuan in a single private equity fund and meet the following relevant standards：(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
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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
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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
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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、2025Before December 31st，The professional qualifications of registered executives of private equity fund managers do not meet the "Announcement on Further Regulating Certain Matters concerning 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、Relevant provisions of the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" and the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers"，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，If the relevant senior executives (including legal representatives) of the registered private equity fund manager do not have the fund qualification，Does not affect private equity fund managers’ application for registration of private equity fund products。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、Registered private equity fund managers need to submit additional legal opinions，Do you want to express opinions 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"
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，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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