Chapter I General Provisions
Article 1 For the purposes of promoting the development of startup investment enterprises, regulating their investment operations and encouraging them to invest in small and medium-sized enterprises, especially the small and medium-sized high and new tech enterprises, these Measures are formulated in accordance with the Company Law of the People’s Republic of China, Law of the People’s Republic of China on the Promotion of Small and Medium-sized Enterprises, and other laws and regulations.
Article 2 The term “startup investment enterprise” as mentioned in these Measures refers to any enterprise organization registered and established within the territory of the People’s Republic of China for the purpose of mainly engaging in startup investment activities. The term “startup investment” as mentioned in the preceding paragraph refers to the investment mode that any stock right is invested into a startup enterprise for expectation of profits of capital increment by way of stock right transfer after the invested startup enterprise becomes mature or relatively mature. The term “startup enterprise” refers to any growing enterprise registered and established within the territory of the People’s Republic of China and is during the course of establishing or re-establishing , excluding those enterprises that have listed in the open market.
Article 3 The state adopts archival filing management for startup investment enterprises. Where any startup investment enterprise has gone through the archival filing formalities in accordance with these Measures, it shall accept the supervision of the administrative organ for startup investment enterprises and may enjoy the policy support when it carries out investment operations in conformity with the relevant provisions. Where any startup investment enterprise fails to go through the archival filing formalities according to these Measures, it shall not subject to the supervision of the administrative organ for startup investment enterprises, nor does it enjoy the corresponding policy support.
Article 4 The archival filing administrative departments are classified into two levels, i.e. administrative department of the State Council and administrative departments of the provinces (including sub-provincial cities). The administrative department of the State Council shall be the National Development and Reform Commission. The administrative departments of a province (including sub-provincial city) shall be determined by the people’s government at the same level, perform the corresponding archival filing administration functions after it has gone through the archival filing formalities in the administrative department of the State Council, and accept the guidance of the administrative department of the State Council on the archival filing administration work of the startup investment enterprises.
Article 5 The Provisions on the Administration of Foreign-funded Startup Investment Enterprises shall be applied to foreign-funded startup investment enterprises. If the investment operations carried out by a lawfully established foreign-funded startup investment enterprise accord with the relevant conditions, this enterprise may enjoy the relevant policy support granted to startup investment enterprises under these Measures.
Chapter II The Establishment and Archival Filing of Startup Investment Enterprises
Article 6 A startup investment enterprise may be established in the form of a limited liability company, joint stock limited company, or any other enterprise organization as prescribed by law. A startup investment enterprise established in the form of a company may entrust another startup investment enterprise or startup investment management consulting enterprise to act as its management consulting institution, which shall be responsible for the management of its investments. The General Principles of the Civil Law of the People’s Republic of China, the Contract Law of the People’s Republic of China, and other relevant laws and regulations shall be applied to the relationship between the consigner and the attorney.
Article 7 To apply for establishing a startup investment enterprise or startup investment management consulting enterprise, the applicant shall register directly in the administrative department for industry and commerce according to law.
Article 8 A startup investment enterprise registered in the administrative department for industry and commerce of the state shall apply the archival filing formalities in the administrative department of the State Council. A startup investment enterprise registered in the administrative department for industry and commerce at the province level or below shall apply the archival filing formalities in the local administrative department of the province (including sub-provincial city).
Article 9 To go through the archival filing formalities, a startup investment enterprise shall provided with the following conditions:
(1) It has been registered in the administrative department for industry and commerce;
(2) Its business scope conforms to the provisions of Article 12 of these Measures;
(3) The amount of its actual paid-in capital is no less than RMB 30 million yuan, or the amount of the down payment of its paid-in capital is not less than RMB 10 million yuan, and all investors make a commitment to make up the balance of actual paid-in capital in a sum of not less than RMB 30 million yuan within 5 years after the registration;
(4) The number of investors shall not exceed 200 persons. For a startup investment enterprise established in the form of a limited liability company, the number of investors shall not exceed 50 persons. The amount of investment made by a single investor into a startup investment enterprise shall not be less than 1 million yuan. All investors shall make investments in monetary form.
(5) It shall have at least 3 senior managers who have 2 or more years of startup investment experience or other relevant business experience to take charge of the investment management. If it entrusts another startup investment enterprise or startup investment management consulting enterprise as a management consulting institution to undertake its investment management responsibilities, this management consulting institution shall have at least 3 senior managers who have 2 or more years of startup investment experience or other relevant business experience to undertake the investment management responsibilities. The term “senior managers” as mentioned in the preceding paragraph refers to the administration personnel who hold the position of vice manager or higher positions or equivalent positions.
Article 10 To go through the archival filing formalities in the administrative department, a startup investment enterprise shall submit the following documents:
(1) The articles of association and other legal documents that regulate the organizational procedures and acts of the startup investment enterprise;
(2) The photocopies of the industrial and commercial registration documents and business license;
(3) The name list of the investors, commitments to contributed capital, and certificates for the already paid contributed capital; and
(4) The name list and resumes of the senior administration personnel.
If it entrusts a management consulting institution to be responsible for its investment management, it shall submit the following documents besides those as listed above:
(1) The articles of association and other legal documents that regulate the organizational procedures and the acts of the management consulting institution;
(2) The photocopies of the industrial and commercial registration documents and business license of the management consulting institution;
(3) The name list and resumes of the senior administration personnel of the management consulting institution
(4) The entrusted management agreement .
Article 11 After the administrative department receives an archival filing application of a startup investment enterprise, it shall, within 5 working days, examine whether or not the archival filing application documents are completed, and shall decide whether or not to accept the application. After it accepts the application, it shall, within 20 working days, examine whether or not the applicant meets the archival filing requirements and issue to it a written notice of “Archival Filing Completed” or “Archival Filing Rejected”. If the archival filing application is rejected, the reasons shall be stated in the written notice.
Chapter III The Investment Operations of Startup Investment Enterprises
Article 12 The business scope of a startup investment enterprise is limited to:
(1) to make startup investments;
(2) to act as an agent in the startup investment business of other startup investment enterprises or individuals;
(3) to provide startup investment consulting services;
(4) to provide startup management services to startup enterprises; and
(5) to participate in the establishment of startup investment enterprises and startup investment management consulting institutions.
Article 13 No startup investment enterprise may engage in any guaranty business or real estate business except for the purchase of real estate for its own use.
Article 14 A startup investment enterprise may make investments with its all assets, of which the investments to enterprises shall be limited to the unlisted enterprises. However, after an unlisted enterprise it invests in gets listed, its unassigned shares as well as the allocated shares are not subject to this restriction. It can only deposit its other funds in a bank, and use them to purchase government bonds or other securities with fixed proceeds.
Article 15 A startup investment enterprise may, by signing an investment agreement with the enterprise it invests in, make investments in the unlisted enterprise by way of its stock rights, preferred stocks, convertible preferred stocks and other quasi stock rights.
Article 16 The investments made by a startup investment enterprise into a single enterprise shall not exceed 20% of its total assets.
Article 17 A startup investment enterprise shall, in the articles of association, agreement on entrusted management, and other legal documents, specify the methods for the calculate and deduct method of management and operational fees, or management consulting expenses of the management consulting institution, so as to establish a management cost control mechanism.
Article 18 A startup investment enterprise may draw a certain proportion of investment proceeds as performance-based remuneration to the managerial personnel or to the management consulting institution so as to establish a performance incentive mechanism.
Article 19 A startup investment enterprise may determine a limited time period of existence in advance, but which shall not be less than 7 years.
Article 20 A startup investment enterprise may enhance its investment capacity by way of creditor’s right financing in the scope of the clauses of the law..
Article 21 A startup investment enterprise shall, in accordance with the relevant enterprise financial and accounting provisions of the state, establish and improve a sound financial management system and accounting measures.
Chapter IV The Policy Support to Startup Investment Enterprises
Article 22 The state and local governments may establish startup investment direction funds so as to support the establishment and development of startup investment enterprises by way of holding their shares, providing financing guaranties, etc. The concrete management measures shall be formulated separately.
Article 23 The state shall adopt tax preferential policies to support the development of startup investment enterprises and direct them to increase investments to small and medium-sized enterprises, especially the small and medium-sized high and new tech enterprises. The concrete measures shall be separately formulated by the finance and taxation department of the State Council jointly with other relevant departments.
Article 24 A startup investment enterprise may withdraw its investments by transfer of listed equities, transfer of equities by agreement, repurchasing by the invested enterprise or by other means. The relevant departments of the state shall actively push ahead the construction of the multi-level system of market and perfect the investment dropout mechanism for startup investment enterprises.
Chapter V Supervision and Administration over Startup Investment Enterprises
Article 25 A startup investment enterprise and its management consulting institution that have gone through the archival filing formalities in the administrative department shall, in accordance with the provisions of all the articles in Chapters II and III of these Measures, carry out investment operations and shall accept the supervision and administration of the administrative department.
Article 26 A startup investment enterprise and its management consulting institution that have gone through the archival filing formalities in the administrative department shall, within 4 months after the end of each fiscal year, submit their annual financial statements and business reports audited by certified public accountants to the administrative department, and shall report to it the significant events during its investment operation course. The “significant events” as mentioned in the preceding paragraph refers to:
(1) revisions to the articles of association and other important legal documents;
(2) increase or reduction of capital;
(3) split-up or merger,
(4) change of senior management personal or management consulting institution; and
(5) liquidation and termination of business.
Article 27 The administrative department shall, within 5 months after the end of each fiscal year, conduct an annual inspection over the startup investment enterprise and its management consulting institution so as to determine whether or not it complies with the provisions of all the articles in Chapters II and III. Where necessary, it may, within the range as prescribed by the relevant articles of Chapters II and III, irregularly carry out inspections over its investment operations. If it fails to carry out investment operations by following the provisions of all the articles in Chapters II and III of these Measures, it shall be ordered by the administrative department to make corrections within 30 working days. If it fails to make corrections, its archival filing shall be canceled and its new application for archival filling during the coming 3 years shall be rejected.
Article 28 The administrative departments of all provinces (including sub-provincial cities) shall timely report the information about the archival filing of startup investment enterprises within their respective jurisdiction to the administrative department of the State Council and shall, within 6 months after the end of each fiscal year, report the information about the investment operations of the startup investment enterprises that have been listed in the scope of archival filing administration.
Article 29 The administrative department of the State Council shall strengthen the guidance to the administrative departments of all provinces (including sub-provincial cities). If any of them fails to fulfill the administrative functions or fails to manage properly, it shall propose it to make corrections. If any bad consequences are caused, it shall propose it to hold the relevant managerial personnel liable for their negligence of duties.
Article 30 The startup investment associations shall, according to these Measures, relevant laws, rules and regulations, carry out self-disciplinary management over the startup investment enterprises and maintain the rights and interests of this sector.
Chapter VI Supplementary Provisions
Article 31 The power to interpret these Measures shall remain with the National Development and Reform Commission jointly with other relevant departments.
Article 32 These Measures shall come into force as of March 1, 2006.
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杨春宝一级律师简介
杨春宝一级律师，大成上海高级合伙人、资本市场部主任、国资基金研究中心主任，大成中国区私募基金专业带头人、科技与文化法律研究中心联合牵头人。执业30余年，长期从事私募基金、投融资、并购重组法律服务，尤其对对赌研究颇深且具有非常丰富的实战经验，并专注于金融机构股权投资业务。2004年起多次入选The Legal 500"私募基金"和"公司与商业"等境内外各类律师榜单，代理的中国法院首例适用外国法律审理外国公司的董事损害小股东权益纠纷案入选上海高院发布的《上海法院域外法查明典型案例》和威科先行"要案头条"。入选上海涉外法律人才库、上海市司法局鼎新法治人才库、上海国有企业改制法律顾问团，具有上市公司独立董事任职资格，系多家知名高校的兼职教授或兼职研究生导师及上海市商务委跨国经营人才培训班讲师。出版《私募股权投资基金风险防控操作实务》等16本投融资法律专著。了解更多常见法律问题
创业投资企业备案需满足哪些条件？
根据相关规定，创业投资企业办理备案需同时满足以下条件：一是已完成工商登记，经营范围符合法定要求；二是实收资本不低于3000万元，或首期实缴不低于1000万元且全体投资者承诺在注册后5年内补足至3000万元；三是投资者人数不超过200人（有限责任公司不超过50人），单一投资者出资不低于100万元，且全部以货币形式出资；四是至少拥有3名具备2年以上创业投资或相关业务经验的高级管理人员；若委托管理咨询机构，该机构也需满足同样的人员要求。实务中，建议提前准备公司章程、出资证明、高管履历等材料，确保符合监管尺度。
未备案的创业投资企业能否享受政策支持？
不能。国家实行创业投资企业备案管理制度，只有依法完成备案并接受行政监督的企业，方可享受相关税收优惠、政府引导基金支持等政策待遇。未备案企业虽可正常开展投资活动，但无法获得政策扶持，且可能面临监管缺失带来的信用风险。需注意，备案后必须持续合规运营，如投资运作不符合规定，可能被取消备案资格并追回已享受优惠。建议创业投资企业设立后及时向相应层级备案部门（国家发改委或省级主管部门）提交申请，以免错失政策红利。
创业投资企业可以采取哪些组织形式？
创业投资企业可以依法选择有限责任公司、股份有限公司或其他法律允许的企业组织形式。实务中，常见形式为有限责任公司，因其治理结构灵活且股东人数受限（不超过50人）。若采用公司制，还可委托其他创业投资企业或管理咨询机构作为管理顾问，负责投资决策与运营，委托关系受《民法典》等法律调整。此外，需注意外资创业投资企业需适用专门的外资管理规定，但符合条件的外资企业同样可享受政策支持。建议根据投资规模、合伙人结构及税务筹划目标选择合适形式，并确保章程约定清晰。
以上内容仅供参考，不构成法律意见。如需专业法律服务，请联系杨春宝一级律师：chambers.yang@dentons.cn
