Establishing an investment company whose business scope includes securities investment;
The number of shareholders of the "investment company" should be small, and the capital contribution should be large, which not only ensures the nature of private placement, but also has a large scale of funds;
The funds of the "investment company" are managed by the fund manager. According to international practice, managers charge fund management fees and interest incentive fees to enter the operating costs of investment companies;
The registered capital of an "investment company" is re-registered once a year at a specific time, and nominal capital increase or share reduction is carried out. If necessary, investors can redeem their investment at a specific time every year, and at other times, investors can transfer their shares by agreement or conduct over-the-counter transactions. Investment companies are essentially private equity funds, which can be raised at any time, but only redeemed once a year.
However, corporate private equity funds have a disadvantage, that is, there is repeated taxation. Methods to overcome the shortcomings are:
Register private equity funds in tax havens such as Cayman and Bermuda;
Register the enterprise private equity fund as a high-tech enterprise (which can enjoy many benefits) and register it in a place with more favorable taxes;
Backdoor, that is, in the establishment and operation of the fund, unite or acquire a company (preferably a non-listed company) that can enjoy tax incentives, and take this as a carrier. Changes in the following matters of a fund company shall be approved by the China Securities Regulatory Commission:
(1) Change shareholders, registered capital or shareholder's contribution ratio.
(2) Change of name and domicile.
(3) Amend the Articles of Association. The fund company's equity transfer shall submit the following materials:
(a) the transferor's explanation of the equity transfer, which shall include the reasons for the transfer of the equity of the fund company, as well as the transferee's understanding of the equity participation purpose and credit status;
(2) The transferee agrees to the decision to transfer the equity of the fund company in accordance with its own decision-making procedures;
(3) The report issued by the transferee on the share-holding fund company shall include the following contents:
1, the purpose of equity transfer of the fund company;
2. A description of the development of the fund industry, the institutional arrangements and regulatory requirements of the fund company, and the rights and obligations of the shareholders of the fund company;
3. Understand the situation of the fund company to be transferred;
4. Time limit for holding the equity of the fund company;
5. If the transferee intends to become a major shareholder, it shall explain its consideration of the development strategy of the fund company;
(4) The arrangement plan of the company's operation from the date when the equity transfer agreement is approved by the shareholders' meeting to the date when it is approved by the China Securities Regulatory Commission;
(five) other materials required by the China Securities Regulatory Commission in accordance with the principle of prudence. Here is a detailed introduction to the fund company's registration approval, company change and enterprise cancellation!
The private investment fund companies mentioned here are fund companies such as equity investment, industrial investment, venture capital and venture capital raised in a non-public way.
Fund company:
Name: Beijing xxx Equity Investment Fund Co., Ltd. The words investment fund shall not be used in the names of investment enterprises that have not reached the investment scale. The registered capital is RMB 500 million yuan, which can be paid in at the time of establishment. According to the requirements of the Company Law and the Articles of Association, all the remaining funds should be put in place within five years. Managers: At least 3 senior managers are required to have experience in equity investment management or related investment management.
Scope of business: investment, investment management and consulting of non-securities business;
You can apply for business projects outside the above business scope, but you may not engage in:
1. Raise funds publicly;
2. Borrowing;
3. Publicly traded securities investment and financial derivatives trading;
4. Provide guarantees for enterprises other than the invested enterprises.
Management fund company: investment fund management: "The registered capital (contribution) is not less than 30 million yuan, all in monetary form, and the paid-in capital (contribution) at the time of establishment"
The contribution of a single investor shall not be less than 6,543,800 yuan (except for the general partner in a limited partnership).
At least 3 senior managers have experience in equity investment fund management or related business.
Scope of business: investment, investment management and consulting of non-securities business;
You can apply for business projects outside the above business scope, but you may not engage in:
1. Raise funds publicly;
2. Borrowing;
3. Publicly traded securities investment and financial derivatives trading;
4. Provide guarantees for enterprises other than the invested enterprises.