Group 1 - The article discusses the three organizational forms of PE and VC funds: corporate, contractual, and partnership types, with partnership funds being the most widely adopted due to their advantages in liability and tax management [2] - Partnership private equity funds consist of general partners (GP) and limited partners (LP), where GPs bear unlimited liability while LPs have limited liability based on their contributions [2][3] - The article emphasizes the tax transparency of partnership funds, which do not pay corporate income tax, making them more favorable compared to corporate funds [2] Group 2 - The article outlines various fund structure designs based on partnership private equity funds, including single GP structures where the manager acts as the GP [4][5] - In the single GP structure, the GP typically contributes a small percentage (1%-10%) of the fund, while receiving management fees and excess returns [5] - The single GP structure is favored for its simplicity, transparency, and compliance with regulatory requirements [6] Group 3 - The article describes a delegated management model where the fund manager does not act as the GP but manages the fund through a management agreement [7][10] - In this model, the GP must have a controlling relationship with the fund manager, ensuring compliance with regulatory requirements [10][11] - The article highlights the benefits of this model, including tax savings and risk isolation [13] Group 4 - The article introduces the dual GP structures, including "dual GP + single executive partner" and "dual GP + dual executive partner" models, which allow for more flexible management mechanisms [16][18] - In these structures, the fund manager can act as one of the GPs while the other GP does not need to have a controlling relationship with the fund manager [20] - The article notes that both GPs must fulfill suitability obligations and minimum contribution requirements during the registration process [17] Group 5 - The article discusses the importance of clearly defining the roles and responsibilities of GPs in dual GP structures to avoid compliance issues [21][24] - It emphasizes that management fees can only be collected by the fund manager, while non-manager GPs may receive reasonable compensation for their roles [24][26] - The investment decision-making committee's composition is also addressed, stating that non-manager GPs should not dominate the committee to avoid regulatory risks [27] Group 6 - The article mentions that fund managers may combine different structures to meet specific goals or investor requirements, ensuring compliance at every level [28] - It highlights the significance of operational and financial accounting in managing funds with various structures [28] - The article suggests that fund managers may engage external service providers to assist with fund operations and financial management [28]
常见私募股权、创业投资基金架构设计