Recently, Shenzhen took the lead in carrying out the pilot of commercial registration of contractual private equity fund investment enterprises, which attracted attention.
Several private equity investment funds under Shenzhen Venture Capital and cornerstone capital became the first batch of "early adopters" contractual funds, and took the lead in completing the change of shareholder name and commercial information of the invested enterprise. By giving the contractual fund a "shareholder status", it is conducive to give full play to its advantages such as more preferential tax and more flexible operation mode.
Relevant people said that in order to seize the major opportunity of the comprehensive reform pilot, create a highland for the agglomeration and innovative development of contractual funds and managers, and help the construction of Shenzhen International Venture Capital Center, the pilot work was carried out in Shenzhen. The pilot is conducive to increasing the long-term capital supply in the capital market, scientific and technological innovation strategy, and effectively optimizing the legal mechanism for the IPO of invested enterprises or participating in the non-public offering, M & A and reorganization of listed companies. It is of milestone significance for the development of venture capital and venture capital industry in Shenzhen and even the whole country.
give contractual private equity funds a "shareholder name"
give full play to its advantages of more preferential tax and more flexible operation
For the venture capital industry, this is undoubtedly an important policy breakthrough. Previously, although contractual private equity funds could invest in equity projects, due to the lack of independent legal subject status, contractual funds could not be registered as company shareholders or partnership partners, and were rarely used by equity investment institutions. According to the relevant provisions on the listing of Chinese enterprises, three types of shareholders, including contractual private equity funds, asset management plans and trust plans, as shareholders of enterprises to be listed, will face the problem of equity penetration verification during IPO.
In the view of insiders, if the private equity fund manager invests in the enterprise by using the contractual private equity fund, it is allowed to register as the shareholder or partner of the invested company in the form of "the name of the company or partnership acting as the private equity fund manager", which is equivalent to giving the contractual private equity fund a "shareholder name". In the past, contractual private equity funds invested less in unlisted enterprises. After the pilot, the identity of contractual private equity funds is more similar to that of real enterprises, which is expected to promote the solution of the problems of three types of shareholders of listed companies.
Compared with partnership funds and corporate funds, the advantages of contractual private equity funds are self-evident. Shenzhen Private Equity Fund Association said that contractual private equity funds are different from partnership and corporate funds. They have the characteristics of wide collection range, flexible operation mode, low operation cost, flexible exit mechanism, high capital security and more preferential tax. For example, natural persons participating in contractual private equity funds can be taxed according to 20% of personal income tax, which can reduce the tax burden cost to a great extent.
\u3000\u3000 "This pilot is a brave attempt in Shenzhen to solve the current difficulties and pain points of contractual private equity funds in business registration and exit through IPO after investing in enterprises. For private equity fund managers, the pilot policy helps contractual private equity investment funds participate in IPO listing or non-public offering, M & A and reorganization of listed companies, shorten the penetration verification cycle of contractual private equity investment funds and benefit contractual private equity funds The raised equity investment fund withdrew. In addition, the pilot also helps to improve the compliance and risk control level of private fund managers. " The person said.
In addition, it also said that for investors, with the gradual deepening of the pilot, the contractual private equity investment fund with "real name registration" will further clarify the confusion caused by "holding on behalf" and add a "protective cover" for the independence of the fund's property, which will play a risk isolation role that can not be ignored for the moral and legal risks existing in the operation of the fund.
how to conduct commercial registration for contractual private equity funds
Finally, let's take a look at how contractual private equity funds handle commercial registration. Shenzhen private equity fund industry association has given more detailed guidance.
Question 1: under what circumstances are the relevant policies of the pilot applicable?
Answer: for contractual private equity funds registered by China Securities Investment Fund Association (hereinafter referred to as "China Foundation Association"), if they invest in enterprises with registered residence or business place in Shenzhen (i.e. enterprises with registered place in Shenzhen) by becoming shareholders of the company or partners of the partnership, the relevant policies of the pilot shall apply.
Question 2: what materials need to be provided for commercial registration?
Answer: the invested enterprise of contractual private placement fund shall submit the following documents to the commercial registration authority in addition to providing the materials required for commercial registration according to law:
(I) the certification materials and registration number of the registration obtained by the private fund manager in the China Foundation Association (i.e. the screenshot of the complete information filed by the China Foundation Association and affixed with the official seal of the private fund manager);
(II) the certification materials and fund number of the contractual private equity fund filed in the China Foundation Association (i.e. the copy of the Filing Certificate of the contractual private equity fund is stamped with the official seal of the private equity fund manager).
Question 3: what are the ways and effects of commercial registration?
Answer: registration method: if a private equity fund manager invests in an enterprise with contractual private equity funds, it is allowed to register as a shareholder or partner of the invested company in the form of "the name of the company or partnership acting as the private equity fund manager (Note: represents the 'product name of contractual private equity funds').
For example, after the registration is completed, the name of the shareholder or partner of the invested enterprise is displayed as: Shenzhen XX private equity investment fund management Co., Ltd. (Note: on behalf of "Shenzhen XX investment fund").
Question 4: where can I find the results after the commercial registration is completed?
Answer: contractual private equity funds, as shareholders of the company or partners of the partnership, are reflected in the commercial publicity information of the invested enterprise. During the pilot period, you can log in to the "commercial register on the official website of Shenzhen market supervision administration (commercial subject registration and filing information query)" website to query the registration information (commercial subject registration and filing information query (SZ. Gov.cn)).
Question 5: what are the filing standards and procedures for issuing contractual private equity funds?
Answer: the specific filing standards and procedures of contractual private equity funds are detailed in the instructions for the registration and filing of private investment funds (issued on December 23, 2019), the notice on publishing the list of application materials for the filing of private investment funds and the annex list of filing materials of private investment funds (non securities).
