Port communicationRegistration and filing of private equity fund managers
Things to note
1. Company Name，scope
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。
According to the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" ("Interim Measures"), private equity fund managers must prevent conflicts of interest.
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，For concurrent private lending、private financing、Capital allocation business、Small amount of finance、small loan、P2P/P2B、Crowdfunding、Factoring、guarantee、real estate development、Applicants for trading platforms and other businesses，These businesses conflict with the attributes of private equity funds，Can easily mislead investors。
To prevent risks，The China Asset Management Association will not register the above-mentioned institutions that conflict with private equity fund business.。
at the same time，In order to implement the interim measures on the professional management of private equity fund managers
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，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，For companies whose name and business scope do not include “fund management”、"Investment Management"、"asset Management"、"Equity Investment"、Institutions with related words such as "Venture Investment"，China Asset Management Association will not allow registration。
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
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，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.paid-in capital
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The company law has abolished the minimum registered capital
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，Announcement from the Asset Management Association，As a non-normative document of an autonomous association，It will not violate the provisions of the law。Therefore, the association has not
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Regulations stipulate that private equity fund managers must have more than a specific amount of capital before they can register。
However, as a necessary and reasonable condition for the operation of the institution，Private equity fund managers should base their decisions on their own operating conditions 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。
According to the practice of filing，Generally, it can cover the capital of the company for more than six months of normal operation.。The company's proof of paid-in capital contribution should be a certificate issued by a third-party agency，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。
However, if 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.。 3.The number of employees in the organization cannot be too small，Usually 8-10 people。 4.Natural persons cannot register as private equity fund managers。
5.Private equity funds also apply to the "quiet period"
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，That is, fund managers who have resigned from a public fund company are not allowed to invest in private equity funds within 3 months.、Research、Transaction and other related business。
6.Methods of raising private equity funds Private equity funds should raise funds from investors in a non-public way，No public or disguised public solicitation is allowed：1) Strictly limit the number of investors：The cumulative number of investors in a single private equity fund shall not exceed the Securities Investment Fund Law.、"Company Law"、Specific amounts stipulated in the Partnership Enterprise Law and other laws。
Partnership、The total number of investors in a limited company fund shall not exceed 50，Contractual、The total number of investors in joint-stock company funds shall not exceed 200。 2) Strictly restrict fundraising methods：Not through newspapers、Radio、television、Internet and other public media or lectures、Report meeting、Analysis meetings and announcements、flyers、SMS、WeChat、Blogs and emails, etc.，Promote and promote to unspecified audiences。
7.Certificates of executive employment should be uploaded in compliance with
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labor contract、Social security payment certificate。 8.Senior executives of private equity fund managers：(1) Not allowed to work part-time in non-affiliated private equity institutions。(2) Working part-time at an affiliated private equity institution，Associations can
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It explains the rationality of working part-time in an affiliated institution、胜任能力、How to treat service recipients fairly, etc.，The association will focus on the performance of senior managers who work part-time in multiple affiliated organizations。
9.Employees who are too young are generally not allowed，The association may consider it to lack relevant experience。 10.Systems and charters are necessary。
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.。
11.The manager has no operating experience
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。 12.The name in the uploaded front desk photo does not match the applied name.，Need rectification。 13.Registration and actual place of business are inconsistent，Lawyers must truthfully state and explain their reasons。 14.Institutions that have been established for one year must submit an audit report for the previous year.，If it is less than one year，If available, you can upload it。If registered，Must be uploaded every year。
15.The legal opinion is valid within one month before registration submission。 16.The investor of the applicant institution does not serve as a senior executive，It is necessary to explain in the legal opinion how the applying institutional shareholders can participate in the management and operation of the company without serving as company executives.。If you do not participate in the management and operation of the company, you must issue a confirmation statement stamped with the company's official seal.。
17.It is necessary to describe in detail the senior management personnel of the applicant organization in the opinion letter.、The professional capabilities of team members in relevant investment fields，Executives and employees responsible for risk control work need to specifically describe their professional abilities in related work.。If it involves relevant experience or investment experience，Further supporting materials are required。
(Such as relevant management scale，Historical performance，Business experience, etc.) 18. The legal opinion must not only verify the business scope of the organization’s industrial and commercial registration，The actual business operations should also be verified through on-site visits and online searches.，Detailed information on online public opinion，and outline the due diligence process。
19.The legal opinion should describe in detail the paid-in capital and capital operations.；and to the company’s operating premises，Office conditions，personnel，Detailed explanation of the investment decision-making process。 20.Change business scope，No legal opinion required，After industrial and commercial changes，Just update it in the association。
21.Various private equity fund managers，All its senior managers should obtain fund professional qualifications，Various private equity fund managers engaged in non-private securities investment fund business，At least two senior executives should obtain fund practice qualifications。Private securities investment funds must have at least 3 senior executives。Based on current filing practices，Private equity funds (without distinguishing between equity or securities, etc.)
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Two qualified executives are sufficient。
22.Securities fund managers must become members，Equity and venture capital are not mandatory
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。 23.Only the controlling shareholder changes，Before making major changes。Change of small shareholders，Just a quarterly update。
24.Change the legal representative 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.。 25.The institution's compliance risk control shall not participate in the institution's investment business.。 26.Shareholder proposals are all natural persons or organizations in China.，Cannot be a civil servant、State-owned enterprise staff, etc.。
27.It is best not to set up a branch before registering for the first time.，It will be established according to actual needs after registration and filing are completed.。 28.Information submission：Update private securities investment fund information within 5 working days after the end of each month，including size、net unit value、Number of investors, etc.。Update private equity investment fund information within 10 working days after the end of each quarter，Including subscription scale、Number of investors、Main investment directions, etc.。
Update the private equity fund manager within 20 working days after the end of each year、Shareholder or partner、Senior managers and other practitioners、Basic information such as private equity funds managed。Before the end of April each year，Fill in the audited financial report through the system。 29.All registration and filing information submitted will have 5 opportunities for correction.，5after times，You will face a 3-month lock-in period and cannot register again.。
30.Complete registration application materials provided by wholly foreign-owned and joint venture private securities fund management institutions，You can also register。
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