VC investment as a mainstream model, the risk investment funds in developed countries has been generally recognized. Its market-oriented mode of operation, a unique legal framework for venture capital funds in the efficient operation of a guarantee. In this paper, the venture capital fund-raising, organization and preferential tax policies will make a brief introduction.
First, the venture capital fund raising
Fund raising by venture capital, can be divided into Gongmu funds and private equity funds two categories. Private equity is only a small number of specific targets to raise, but not the ads, brochures and other forms of collection released to the public information to raise funds. As high-tech enterprises start-up phase often contains greater market risk, coupled with the operators (in particular the technical side) and there are serious investors of asymmetric information, using Gongmu form to raise funds not only need to invest more The publicity expenses, brokerage fees, more importantly, the public is due to small and medium-sized investors to bear the risk of identification and weak, their extensive involvement of venture investment may bring about a series of social instability, thus, the risk investment funds in general Gong Mu forms are not used, but in private-mainly through the orientation issue to attract a handful of capacity, and willing to assume greater risk of institutional investors to participate in venture capital. Private investment funds can be from 2-3 as the main sponsor of direct investors in the funds invested, operating rules, risk tolerance and distribution methods to reach a consensus after the formation of the venture capital funds in the basic business objective and investment strategy, And authorized to operate goals and investment strategies of potential investors to "lobby" to become the fund's investors. Private-risk investment funds or through professional organizations initiated the establishment of fund management. Private-risk investment funds to investors generally no more than 100 people suitable, the size of individual funds in general identified between 2 to 1 billion yuan more appropriate.
Gong Mu is released to the public through information from the public fund-raising community. When the larger funds, in the private placement on the basis of a public show a certain percentage also raised more popular. Similarly, the fund-raising Gong Mu, on the one hand by the successful operation of private-risk investment institutions as the sponsor of the new fund, attracting many investors active participation of small and medium-shares, the speedy completion of the new fund-raising; may also be familiar with the operation of the Fund Rules And management of professional fund managers (not necessarily a risk investment) as organizers launched the fund to Gongmu form and set up a fund raising, fund managers pay for operation and management.
Second, the organizational form of funds and trust
1, the company funds
The appropriate form of organization is a direct impact on the Fund's operational efficiency, which is closely related to the type of fund. Fund from its morphology, the company can be divided into the Fund and the lease of two funds. Corporate funds because of the integrity of the corporate structure, such as shareholders, boards of directors, which will protect the interests of fund holders. Especially for private-risk investment funds, corporate funds is the only alternative forms of organization. First, because the holders of the already more than the second is the private equity fund managers is usually its own, it was used in industrial and commercial registration form is also a matter of course the corporate system. Corporate fund is running a high cost disadvantages, but also not conducive to avoid double tax.
2, the lease funds
Whether Gongmu or private, contract-based fund is another alternative form of the IMF. And funds of different companies, contract funds to general agreement from 8 to 10-year survival period, the expiry of the time, winding up the dissolution of the Fund. Contract funds from the general fund management companies through the "offer" to investors the form of orientation and placement. As a risk investment funds, management companies are usually asked to act as general partner, the negative unlimited liability, and fund investors as a limited partnership, limited liability negative. Contract funds because there is not a form of the company, do not have to bear a double tax obligations, this is a clear advantage. However, due to the lack of a permanent board of directors, and other agencies, the administrator of the right to control weaker, there is a need in the fund management contract for a clear division of responsibilities.
3, the Fund's trustee
Private equity fund investors are not many, the need to raise funds hosted by the General Assembly decided to fund holders. But Gongmu Fund, the Fund financed by the large number of investors, in order to avoid diversion of a few large shareholders, the occupation of the capital, the daily allocation of its funds, the use of funds should be handed over to financial institutions other than the Trusteeship Council, to ensure that funds According to the majority of fund holders will carry out the operation. If this lack of regulatory measures, the Fund Gongmu when it will be difficult to attract investment in small and medium-sized participants. Fund trustees can choose a better management of commercial banks or the trust and investment companies, fund holders adopted by the General Assembly to monitor the fund management approach.
Third, the Fund's tax breaks
Because venture capital is high-risk, high-yield investment activities, but also to promote national and regional high-tech SME development, thus the Government will normally provide appropriate tax policies to encourage the development of risk investment funds.
1, to avoid double taxation
Risk investment funds generally relate to the closure of its main corporate entities are usually not based on the relevant legal provisions, only corporate bodies need to pay corporate income tax and personal income tax, and risk investment funds is the main advantage of the Fund itself without having to pay corporate income tax , That is a limited partner with unlimited partners only the personal income tax or capital gains tax can be.
At present, China's laws and regulations on risk investment funds launched with the establishment and operation procedures have not yet clearly defined, so the tax can not be normal operation. The company set up to the risk of investment institutions will need to pay double taxation. In some foreign countries and regions, in order to encourage the development of risk funds, fund companies have implemented tax breaks.
2, tax incentives to encourage investment
In some countries and regions, then people will invest in venture funds in the amount of money from individuals (or businesses) in redeeming the income tax was deducted from the proceeds. For investors have to pay income tax, the investment in the next few years thereafter to be paid by the individual (or business) income tax deductions for treatment. The initiative for a number of wealthy individuals to participate in venture capital has played a positive role. Such as "angel investors" This is the case, they share in the high-risk high-yield at the same time, to avoid a huge tax liability.
3, capital gains tax concessions
1970s, the United States in the development of risk investment very low, in order to promote the development of risk investment, the United States to do the new tax adjustment, of which the long-term capital gains tax from 49 percent to 28 percent in 1981, the U.S. government to Aimed at revitalizing the domestic high-tech, high-tech for the further development, will long-term capital gains tax reduced to 20%. As venture capital funds in the high-tech investment projects on the country's economic role in promoting the great, it is proposed that China's investment in such Risk investment funds received dividends and capital gains, personal income tax should also be given concessions.
First, the venture capital fund raising
Fund raising by venture capital, can be divided into Gongmu funds and private equity funds two categories. Private equity is only a small number of specific targets to raise, but not the ads, brochures and other forms of collection released to the public information to raise funds. As high-tech enterprises start-up phase often contains greater market risk, coupled with the operators (in particular the technical side) and there are serious investors of asymmetric information, using Gongmu form to raise funds not only need to invest more The publicity expenses, brokerage fees, more importantly, the public is due to small and medium-sized investors to bear the risk of identification and weak, their extensive involvement of venture investment may bring about a series of social instability, thus, the risk investment funds in general Gong Mu forms are not used, but in private-mainly through the orientation issue to attract a handful of capacity, and willing to assume greater risk of institutional investors to participate in venture capital. Private investment funds can be from 2-3 as the main sponsor of direct investors in the funds invested, operating rules, risk tolerance and distribution methods to reach a consensus after the formation of the venture capital funds in the basic business objective and investment strategy, And authorized to operate goals and investment strategies of potential investors to "lobby" to become the fund's investors. Private-risk investment funds or through professional organizations initiated the establishment of fund management. Private-risk investment funds to investors generally no more than 100 people suitable, the size of individual funds in general identified between 2 to 1 billion yuan more appropriate.
Gong Mu is released to the public through information from the public fund-raising community. When the larger funds, in the private placement on the basis of a public show a certain percentage also raised more popular. Similarly, the fund-raising Gong Mu, on the one hand by the successful operation of private-risk investment institutions as the sponsor of the new fund, attracting many investors active participation of small and medium-shares, the speedy completion of the new fund-raising; may also be familiar with the operation of the Fund Rules And management of professional fund managers (not necessarily a risk investment) as organizers launched the fund to Gongmu form and set up a fund raising, fund managers pay for operation and management.
Second, the organizational form of funds and trust
1, the company funds
The appropriate form of organization is a direct impact on the Fund's operational efficiency, which is closely related to the type of fund. Fund from its morphology, the company can be divided into the Fund and the lease of two funds. Corporate funds because of the integrity of the corporate structure, such as shareholders, boards of directors, which will protect the interests of fund holders. Especially for private-risk investment funds, corporate funds is the only alternative forms of organization. First, because the holders of the already more than the second is the private equity fund managers is usually its own, it was used in industrial and commercial registration form is also a matter of course the corporate system. Corporate fund is running a high cost disadvantages, but also not conducive to avoid double tax.
2, the lease funds
Whether Gongmu or private, contract-based fund is another alternative form of the IMF. And funds of different companies, contract funds to general agreement from 8 to 10-year survival period, the expiry of the time, winding up the dissolution of the Fund. Contract funds from the general fund management companies through the "offer" to investors the form of orientation and placement. As a risk investment funds, management companies are usually asked to act as general partner, the negative unlimited liability, and fund investors as a limited partnership, limited liability negative. Contract funds because there is not a form of the company, do not have to bear a double tax obligations, this is a clear advantage. However, due to the lack of a permanent board of directors, and other agencies, the administrator of the right to control weaker, there is a need in the fund management contract for a clear division of responsibilities.
3, the Fund's trustee
Private equity fund investors are not many, the need to raise funds hosted by the General Assembly decided to fund holders. But Gongmu Fund, the Fund financed by the large number of investors, in order to avoid diversion of a few large shareholders, the occupation of the capital, the daily allocation of its funds, the use of funds should be handed over to financial institutions other than the Trusteeship Council, to ensure that funds According to the majority of fund holders will carry out the operation. If this lack of regulatory measures, the Fund Gongmu when it will be difficult to attract investment in small and medium-sized participants. Fund trustees can choose a better management of commercial banks or the trust and investment companies, fund holders adopted by the General Assembly to monitor the fund management approach.
Third, the Fund's tax breaks
Because venture capital is high-risk, high-yield investment activities, but also to promote national and regional high-tech SME development, thus the Government will normally provide appropriate tax policies to encourage the development of risk investment funds.
1, to avoid double taxation
Risk investment funds generally relate to the closure of its main corporate entities are usually not based on the relevant legal provisions, only corporate bodies need to pay corporate income tax and personal income tax, and risk investment funds is the main advantage of the Fund itself without having to pay corporate income tax , That is a limited partner with unlimited partners only the personal income tax or capital gains tax can be.
At present, China's laws and regulations on risk investment funds launched with the establishment and operation procedures have not yet clearly defined, so the tax can not be normal operation. The company set up to the risk of investment institutions will need to pay double taxation. In some foreign countries and regions, in order to encourage the development of risk funds, fund companies have implemented tax breaks.
2, tax incentives to encourage investment
In some countries and regions, then people will invest in venture funds in the amount of money from individuals (or businesses) in redeeming the income tax was deducted from the proceeds. For investors have to pay income tax, the investment in the next few years thereafter to be paid by the individual (or business) income tax deductions for treatment. The initiative for a number of wealthy individuals to participate in venture capital has played a positive role. Such as "angel investors" This is the case, they share in the high-risk high-yield at the same time, to avoid a huge tax liability.
3, capital gains tax concessions
1970s, the United States in the development of risk investment very low, in order to promote the development of risk investment, the United States to do the new tax adjustment, of which the long-term capital gains tax from 49 percent to 28 percent in 1981, the U.S. government to Aimed at revitalizing the domestic high-tech, high-tech for the further development, will long-term capital gains tax reduced to 20%. As venture capital funds in the high-tech investment projects on the country's economic role in promoting the great, it is proposed that China's investment in such Risk investment funds received dividends and capital gains, personal income tax should also be given concessions.