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.
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
什么是创业投资企业及备案管理？
创业投资企业是指在中国境内注册设立、主要从事创业投资活动的企业组织。创业投资指以股权方式投资于创业企业，待其成长成熟后通过股权转让获取资本增值收益的投资模式。创业企业指处于创建或重建过程中的成长性企业，但不包括已在公开市场上市的企业。国家对此类企业实行备案管理，备案是获得监管认可和政策支持的前提。未办理备案的企业不受创业投资主管部门监管，也不能享受相应政策待遇。备案并非行政许可，而是程序性管理手段，但具有实质性影响。
根据文章规定，备案管理分为国务院和省级两级。国务院层面由国家发展改革委负责；省级备案部门由同级人民政府确定，需在国务院备案部门完成备案手续后履行职能，并接受其业务指导。这一设计旨在统一监管标准同时发挥地方管理灵活性。外资创业投资企业另有专门管理规定，但合法设立的外资企业若投资运作符合条件，同样可享受本办法规定的政策支持。
实务中，创业投资企业应重视备案工作的时效性与合规性。即使未备案不直接导致违法，但可能丧失税收优惠、政府引导基金支持等政策红利。企业应在设立后主动对照备案条件准备材料，及时向对应层级主管部门申请备案。同时注意区分内资与外资适用规则，避免因主体性质不同而错误适用程序。备案后需持续符合监管要求，否则可能影响备案资格。
设立创业投资企业需要满足哪些条件？
设立创业投资企业须满足资本、人数、高管等多方面条件。首先，企业形式可以是有限责任公司、股份有限公司或其他法律规定的组织形式。若采用公司形式，可委托另一家创业投资企业或创业投资管理咨询企业作为管理顾问机构，负责投资管理事务，双方关系适用民法和合同法的相关规定。其次，备案时要求实缴资本不低于三千万元人民币，或者首期实缴资本不低于一千万元且全体投资者承诺在注册后五年内补足至三千万元。
投资者人数方面，有限责任公司形式不超过五十人，其他形式不超过二百人。单个投资者对创业投资企业的出资额不得低于一百万元，且必须以货币形式出资。此外，企业或受托管理咨询机构须至少拥有三名具备两年以上创业投资或相关业务经验的资深管理人员，这些人员须担任副总经理及以上职务或同等职务。这些条件旨在保证企业具备真实投资能力和专业管理团队。
实务中，创业者需注意资本缴纳节奏和投资者适格性。首期出资一千万元即可备案，但五年内补足三千万元的承诺具有法律约束力，若未按期补足可能影响企业合规状态。投资者人数和最低出资额限制防止了非法集资风险，企业应严格核查投资人数及出资来源。管理团队经验证明需要提供简历及任职文件，确保符合监管部门审查标准。建议企业在设立前全面评估自身条件，必要时调整股权架构或引入专业管理机构。
创业投资企业如何办理备案并提交哪些材料？
创业投资企业须在工商登记后向对应备案主管部门申请备案。依据企业登记机关层级确定受理部门：在国家工商总局登记的企业向国务院备案部门申请，在省级及以下登记的企业向所在地省级备案部门申请。备案申请应当提交一系列法定文件，包括规范企业组织程序和行为的章程及其他法律文件、工商登记文件及营业执照复印件、投资者名单、出资承诺书及已缴资本证明，以及高级管理人员名单和履历。这些材料共同证明企业符合备案条件。
如果企业委托管理咨询机构负责投资管理，则还需额外提交该机构的章程或组织文件、工商登记及营业执照复印件、高级管理人员名单和履历，以及委托管理协议。备案主管部门收到材料后依法进行审核，符合条件的予以备案。文章明确指出，企业登记注册与备案相分离，先依法在工商部门直接登记，再办理备案手续，备案不是企业设立的前置条件。
实务中，申请备案应确保材料真实完整，特别是出资证明和人员履历，避免因形式瑕疵导致补正拖延。委托管理模式下，需要同时审核管理机构的资质，确保其高管符合经验要求且委托协议权责清晰。备案后企业应当接受主管部门监管，并定期报告投资运营情况。若企业经营条件发生重大变化，如增资、人事变动等，应及时更新备案信息。建议企业指定专人负责备案事务，与主管部门保持良好沟通，以顺利获得政策支持。
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
