Port communicationAfter the vigorous shell preservation movement in 2025,，Many shell companies have been canceled，So how to register and file a private equity company? February 5, 2025，The Asset Management Association of China ("AMC") issued the "Announcement on Further Regulating Certain Matters concerning the Registration of Private Equity Fund Managers" ("Announcement No. 4")，Triggered a shock in the private equity fund industry。
According to "Announcement No. 4"，New and existing private equity fund managers need to promptly register private equity fund products in accordance with regulations，Otherwise, the private equity fund manager registration will be cancelled.。
According to public data from the Asset Management Association，As of the end of January 2025，There are 25,841 registered private equity fund managers，Among them, the number of institutions that have registered but have not yet registered funds accounts for 69% of registered private equity fund managers.，This means that nearly 18,000 private equity fund managers will face the "shell preservation" test，The result of failure to "protect the shell" will be deregistration。
At the critical moment when private equity fund managers have thousands of troops to break through the single-plank bridge of "protecting the shell"，Staying alert and avoiding misunderstandings are key elements to success。
Misunderstanding 1：In order to "preserve the shell" and "protect the shell", "Announcement No. 4" sounded the clarion call for the China Asset Management Association to enter into standardized supervision of the private equity fund industry.，Private equity funds "protect their shells" and "protect their shells" may be able to maintain temporary safety，But if you fail to correct your attitude，Understand and abide by the spirit of supervision，Even if we can temporarily overcome the current situation，It is also very likely that he will fall down in the subsequent journey.。
On January 15, 2025, the China Securities Regulatory Commission announced the inspection and enforcement of more than 140 private equity fund managers and private equity fund sales agencies in 2025.，Listed five major violations of laws and regulations in the private equity fund industry，Administrative penalties imposed on a private equity fund manager，272 private equity fund managers, 2 private equity sales institutions and 8 relevant responsible persons have taken administrative supervision measures，9 private equity fund managers were also investigated.，Transferred clues about suspected illegal crimes of 21 private equity fund managers to the public security organs or local governments。
In this context，Private equity fund managers should first review themselves，Are there any illegal business practices?，Including whether the registration and filing information is distorted，Whether periodic reports and changes in major matters have not been submitted as required；Is there any violation in fund raising behavior?，Whether to raise funds from non-accredited investors、Lowering the threshold for investors in disguised form、Public solicitation to unspecified targets、Exaggeration or false propaganda、Gains from illegal capital preservation、The number of investors exceeds the quorum limit, etc.；Are there any irregularities in investment behavior?，If misappropriation or misappropriation of fund property、Confusing inherent property with fund property、Violation of contract stipulations
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、Convey benefits, etc.；Is the company's management irregular?，If internal management and risk control systems are not sound，Weak company management，The information disclosure system is not perfect，Inadequate disclosure of information，Failure to establish a conflict of interest prevention mechanism or insufficient implementation, etc.；Whether the business activities are suspected of illegal crimes，Such as false or exaggerated projects as a guise，Taking capital-guaranteed high returns as bait，Raise funds publicly from unspecified targets，Suspected of illegally absorbing public deposits or fund-raising fraud，Manipulate the market、Insider trading, etc.。
Only by introspection，Correct your attitude，good behavior，Compliance and legal，Only in this way can we remain invincible for a long time.。The China Asset Management Association also expressed its disapproval or even opposition to the behavior of "shell protection" and "shell dumping"，And pointed out that filing is not a “one-size-fits-all solution”，After registration, institutions must fulfill continuous reporting obligations，Continue to comply with association rules，This is the basis for ensuring continued compliance.。
actually，According to "Announcement No. 4"，Even if private equity fund managers succeed in “protecting the shell”，There are still many red lines on the follow-up journey，If you touch it too little, you will be hit by an arrow.，including but not limited to：1.Registered private equity fund managers failed to meet quarterly obligations on time、Annual and major event information submission and update obligations，Complete corresponding rectifications at the private equity fund manager
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Before，The Asset Management Association of China will suspend accepting the agency’s private equity fund product registration applications；2.Private equity fund managers failed to meet quarterly obligations on time、The obligation to submit and update annual and major event information has accumulated to 2 times，China Asset Management Association included it in the list of abnormal institutions；3.A registered private equity fund manager violated the relevant provisions of the "Interim Regulations on Enterprise Information Disclosure"，Being included in the public list of serious illegal enterprises in the corporate credit information publicity system，Complete corresponding rectifications at the private equity fund manager
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Before，The Asset Management Association of China will suspend accepting the agency’s private equity fund product registration applications。
Also included in the list of abnormal institutions。Misunderstanding 2：Risk management and internal control systems only need to be copied and current.，Many private equity fund managers focus on industrial and commercial registration business scope and executive qualifications in order to "protect the shell".，For private equity fund managers, the internal systems are often
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Lawyers provide relevant system templates，Simple application。
"Announcement No. 4" lists the risk management and internal control systems that private equity fund managers should develop，Including (depending on the specific business type) operational risk control system、information disclosure system、Internal transaction recording system、Prevent 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、Fund raising-related regulatory systems and fair trading systems (applicable to private securities investment fund business)、Securities trading declaration system for practitioners and other supporting management systems。
The Asset Management Association of China issued the "Internal Control Guidelines for Private Investment Fund Managers" and "Measures for the Management of Information Disclosure of Private Investment Funds" in early February this year.，Currently being formulated is the "Measures for the Management of Private Investment Fund Raising Behavior (Trial)"、"Private Investment Fund Contract Guidelines" and other regulations。
Private equity fund managers should sort out whether their own internal management systems have the above systems.，And whether it is consistent with the existing relevant laws and regulations in my country，Including relevant regulations of the China Securities Regulatory Commission and the Asset Management Association。The system is in place，It cannot be shelved and not used.。
The Asset Management Association of China released the "Answers to Questions Related to Registration and Filing of Private Equity Funds (8)" on March 18, 2025.，
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Law firms and their handling lawyers conduct due diligence on the risk management and internal control systems of the applicant institution.，The following should be checked and verified, including but not limited to: 1. Whether the applicant institution has formulated a complete risk management and internal control system involving key aspects of the institution's operations as mentioned in Article 4 (8) of the "Guidelines for Legal Opinions on Registration of Private Fund Managers"；2.Determine whether the relevant risk management and internal control systems comply with the provisions of the China Asset Management Association's "Internal Control Guidelines for Private Equity Fund Managers"；3.Evaluate whether the above systems have the realistic basis and conditions for effective implementation。
For example，Whether the establishment of relevant systems matches the existing organizational structure and staffing of the institution，Whether it meets the actual needs of the organization’s operations, etc.。visible，If you just simply copy and apply the relevant template system，It does not match the existing organizational structure and staffing of private equity fund managers.，Failure to ensure the effective implementation of relevant systems，It is impossible to reach the regulatory authorities
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of。
In the current situation where many small private equity fund managers have incomplete organizational structures,，The Asset Management 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 China Asset Management Association，Achieve the goals of the institution’s risk management and internal control systems，Reduce operating costs，Improve core competitiveness。
Misunderstanding 3："Legal Opinion" The lower the cost, the better "Announcement No. 4"
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，New application for private equity fund manager registration agency、Private fund managers who have registered but have not registered private fund products must submit a "Legal Opinion on Registration of Private Fund Managers" before applying for registration of private fund products for the first time.，Therefore, whether it is possible to obtain a high-quality、Unqualified legal opinions have become one of the key factors for many private equity fund managers to successfully protect their shells.。
However，Many private equity fund managers do not fully understand the importance of lawyers and "Legal Opinions"，Overemphasis on the "Legal Opinion" issued by a lawyer
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Is it cheap?。Although the Asset Management Association does not limit the law firms that can provide "Legal Opinions" to the association's 18 member law firms，However, higher requirements are put forward for lawyers’ due diligence and issuance of “Legal Opinions”.
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。
Due diligence requires more than just paper review，On-site verification is also required、Personnel interviews、Internet and database searches、External interviews and reports to administrative and judicial authorities、Organizations with public affairs functions、Accounting firm inquiries and other verification measures。
"Legal Opinion"
Require
Statements should be logically logical，Fully demonstrated，The name of the referring subject involved、The content of the professional legal opinions issued is specific and clear.，The content involved should be consistent with the information filled in by the applicant institution in the private equity fund registration and filing system.。
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