One, the decision ends fund
2, affirmatory liquidation group (liquidator)
3, liquidation group (liquidator) business accounting, clear fund worth
4, liquidation group (liquidator) processing fund worth
5, liquidation group (liquidator) the work out liquidates a report
6, Xiang Zhongji assist application fund liquidation puts on record
7, fund is like those who be partnership business or company, to industrial and commercial director the branch applies for to cancel register
8, the liquidation stuff that saves fund
Liquidation (Liquidation) it is illicit collect fund stop surely the order of a law of classics, it is fund of terminative illicit collect and the legal impact of its and related side, have check the amount to the belongings of illicit collect fund, check, the process of processing; Complete liquidation only, the termination of fund a satisfactory full stop. If illicit collect fund liquidates a program to be stopped with respect to proper motion without the course, between the administrative person of illicit collect fund and investor, the relation between illicit collect fund and creditor and debtor will not effective and terminative, fund management person faces the possibility the right position that comes from investor and creditor, possible still the administrative punishment that because was not used up,comes from superintendency branch to the administrative responsibility, interest that harms investor. Accordingly, when illicit collect fund is stopped, the liquidation that completes fund according to the program of legal provision and fund contract agreement made fund management person's most crucial work.
So to complete the liquidation of illicit collect fund, should understand liquidation to may involve applicable legal provision what to have above all. According to the form of 3 kinds of organizations of illicit collect fund, bond, limited partnership with the company model, the liquidation of illicit collect fund needs above all the liquidation code of itself of form of applicable concerned organization sets, include " law of enterprises of partnership of People's Republic of China " (" " partnership law of enterprises " " ) , " company law of People's Republic of China " (" " company method " " ) , want the law of product of applicable concerned banking to set next, include " law of fund of negotiable securities investment " , " fund of illicit collect investment controls government temporary measure " and association of fund of investment of Chinese negotiable securities (" in base assist " ) relevant self-discipline is regular, a few contracts that basically involve illicit collect fund are how-to with setting related etc.
Next, need understands the liquidation that finish to need to pass what measure, does each measure need with what kind of does means undertake you just can be accomplishinged closing legally compasses? Overall and character, the liquidation need course of illicit collect fund is the following 8 big move:
(1) the decision ends fund;
(2) affirmatory liquidation group (liquidator) ;
(3) liquidation group (liquidator) business accounting, clear fund worth;
(4) liquidation group (liquidator) processing fund worth;
(5) liquidation group (liquidator) the work out liquidates a report;
(6) Xiang Zhongji assist application fund liquidation puts on record;
(7) fund is like those who be partnership business or company, to industrial and commercial director the branch applies for to cancel register;
(8) the liquidation stuff that saves fund.
The first pace: The decision ends fund
If above paragraphs place is narrated, fund Qing Dynasty is a move that the fund that finish ends. Accordingly, before beginning fund to liquidate, need makes the decision that fund stops. The principal part that makes fund stop a decision and means depend on the consideration that fund ends, basis " partnership law of enterprises " regulation, the account that partnership business manages no longer includes: 1, deadline at the expiration of one's term of office, copartner decides to be managed no longer; 2, of the agreement disband main content to appear; 3, copartner already did not have quorum full 30 days; 4, partnership purpose of the agreement already came true or cannot come true; 5, be done business by revoke lawfully charter, instruct shut or by cancel. " company method " regulation and " partnership law of enterprises " compasses phasing is approximate. " law of fund of negotiable securities investment " rule rule differs somewhat, still included: 1, plenary meeting of fund portion holder decides to stop; 2, mandatory person duty ends fund management person, fund, administrative person, new without new fund inside 6 months fund is mandatory the case that the person carries on.
Accordingly, the consideration that we can end fund divides 3 kinds: It is the original agreement that is based on fund contract; 2 it is to be based on legal, for example fund carrier has the requirement that runs continuously legally no longer; 3 it is the later period decision that is based on fund investor. Before two kinds end state, can decide fund to stop by administrative person one party; The 3rd kind of case is more complex, if fund manages the duty of person or mandatory person to stop, for example fund management person was cancelled illicit collect supervisory aptitude, be like again, fund management person breaks couplet to perhaps run the road cannot fulfil obligation normally, the author understands, fund is stopped should be decided by investor congress, mandatory orgnaization gives cooperate.
The 2nd pace: Compositive liquidation group (affirmatory liquidator)
After making the decision that fund stops, the responsibility main body that is in charge of fund liquidation certainly with respect to need -- liquidation group. Liquidation group by what is personnel comprised? According to " company method " , the liquidation group of finite liability company is comprised by partner. According to " partnership law of enterprises " , liquidator is held the position of by all copartner; Agree via all copartner more than half, can appoint to perhaps count a copartner, perhaps trust the 3rd person, hold the position of liquidator. Basis " negotiable securities invests fund way " , liquidation group manages person, fund by fund mandatory person and composition of relevant intermediary service orgnaization.
Accordingly, we understand, the liquidation group of bond fund should include to manage person and mandatory person; Partnership fund and company fund is OK comprise according to the agreement of partnership agreement and company rules, but liquidate to complete fund smoothly, managing a person is the member that liquidation is comprised normally not 2 person selected. In fund management the person already cannot fulfill the circumstance of duty to fall normally, whether can break through by mandatory person, investor, perhaps invite the intermediary such as accountant office, attorney office to serve an orgnaization to form liquidation group jointly, did not form an unified industry point of view. The author thinks, from bond fund character, managing person and mandatory average per capita is a basis " negotiable securities invests fund way " the affirmatory administrative person that performs different and fiduciary duty, in fund management the person cannot walk on the case of duty to fall normally, by mandatory person, investor and intermediary orgnaization group of collective composition liquidation is not disobeyed " law of fund of negotiable securities investment " legislative original idea. From partnership fund and company fund character, " partnership law of enterprises " and " company method " itself does not prohibit having administrative support of the people the composition of mandatory ginseng and the liquidation group below. Person of the management after instantly illicit collect steps on thunder again and again walks the main problem that liquidation of gold of road time base faces has 2: It is the liquidation matters concerned that mandatory person regards leading person as not actively to promote whole project, issue of fund place experience is too complex, if mandatory orgnaization is immersed in this kind of orgnaization in the multifarious general affairs of liquidation, its right and obligation cannot match; 2 be isolate in investor where far from clear and other investor is without aid, below the case that does not wish to walk on duty in mandatory person, investor congress cannot be built at all. Already had a controversy more about the industry carry out duty that leaves in this kind of case at mandatory person, the author thinks, after this kind of incident happening, mandatory person should fulfil exposure obligation at least, its the investor directory of hold and connection means tell investor, by basis of investor write one's own ticket fund contract whether comprise investor congress and make relevant resolution, this also should be " negotiable securities invests fund way " the mainest obligation that lays mandatory person to perform faith duty.
The 3rd pace: Liquidation group (person) business accounting, clear fund worth
When fund undertakes liquidating, fund ought to have invested entirely from its exit in the project, fund worth ought to have changed entirely now, have the charge of fund of enough cash assets liquidate and debt in order to ensure, also facilitate to investor allocation. If there is a project to cannot be finished really when liquidation,exit, need to be not cash assets to undertake assessment to this part, so that Yu Zhi is backward,investor undertakes is not cash to allocate. Be based on this, the fund of this one phase liquidates tool bag draw together:
(1) undertake clearing to fund worth, check fund to have capital fund of how many cash, have how many blame the cash assets, creditor's rights that how many need calls in and the debt that repay, weave the balance sheet of fund and belongings detailed list;
(2) show to be not cash assets to undertake changing, cannot change show, have appraised price;
(3) the debt of pay off fund, call in the creditor's rights of fund.
According to " partnership law of enterprises " with " company method " , to partnership model with company fund, the procedure that ought to perform creditor to declare is returned when liquidation. Namely 10 days of a person operating from within in coordination with outside forces since the day that liquidator is decided oneself end fund item to inform creditor, go up in newspaper within 60 days announcement. Creditor ought to rise 30 days from the day that receives notice inside, the from announcement day that did not receive notice rises 45 days inside, declare the creditor's rights to fund to liquidator, fund should undertake registering to creditor's rights.
The 4th pace: Handle property of fund the rest
The property that completing fund changes show or appraisal, and after the processing of creditor's rights debt, worth of the rest fund should undertake dealing with according to following order:
(1) pay liquidation fee;
(2) pay should the tax cost of pay;
(3) pay fund fee;
(4) undertake allocation to investor according to the agreement of fund contract.
Among them (1) to (3) charge should with out-of-pocket expense, like fund Shangyu is not cash assets, undertaking (4) the likelihood when allocating needs to undertake is not cash allocation to investor.
Among them, company fund, partnership fund and bond fund differs as a result of what organize a form, also differ somewhat when handling property of fund the rest. According to " company method " with " partnership law of enterprises " , be in to partner and copartner (namely fund investor) before undertaking allocation, outside eliminating liquidation cost, still need pay place to owe tax payment, but the constituent form that does not have an enterprise as a result of bond fund, criterion need not pay place owes tax payment (the exclusion of value added tax that should assume by fund management person) . In respect of individual income tax, to individual investor, company or partnership before fund is allocating to investor, company or common copartner need to fulfil obligation of the acting capture that buckle era, but the administrative person of bond fund need not fulfil obligation of the acting capture that buckle era, investor proper motion declares pay taxes can.
Additional, need clear in fund dish when, especially equity invests fund, existence part project cannot exit the likelihood to make fund faces situation of blame cash distributive thereby. The price that problem of core of blame cash distributive depends on be not cash assets and cent prescription form, this needs definite in fund contract agreement.
One of, about be not the price of cash assets. The negotiable securities price that trades publicly trades with its market commonly the price confirms, trade to making public the price mechanism of the assets of other blame cash beyond negotiable securities, at present common price pattern basically has: (1) determine its value independently by administrative person, (2) the tripartite that invites qualification by administrative person evaluates an orgnaization to determine its value, (3) evaluate an orgnaization to determine its value by what invest person make choice of.
Secondly, the configuration that means of distributive of blame cash assets needs to inspect assets of different blame cash and calm. To equity investment fund, fund is clear dish when the equity of the is not cash assets to be mark normally company of bequeath. But, if hold fund place the company equity of some mark to make over each investor, in fund investor number more circumstance falls, suffer those who come from the company of mark possibly object not only, the partner number of the company that causes symptom likely also exceeds legal upper limit, because this is below very much circumstance,do not have maneuverability. Accordingly, search fund of other illicit collect to carry on these are not clear dish project or carry on directly fund portion becomes very important.
The 5th pace: The work out liquidates a report
It is about signing main body. According to " company method " , liquidation reports partner wanting a newspaper can affirm; According to " partnership law of enterprises " , liquidation report wants autograph of classics collectivity copartner, stamp; But relevant law laws and regulations and autonomic sex set what did not liquidate a report to bond fund to sign with affirm main body makes specific provision, be in only in base assist bond fund contract is necessary the clause is how-to in regulation, fund contract should clear the announcement of the report and arrangement clearly.
2 be admit really about mandatory person. Xiang Zhongji needs when liquidation reports department fund applies for liquidation to put on record assist uploading necessary file. Undertake like fund mandatory, liquidation report needs to be issued by mandatory person or be affirmed by mandatory person affix one's seal. To mandatory fund, when fund disinvestment, investment redound needs to pay first to mandatory account, pay by mandatory account again to collect account, repass collect account allocates to investor. Fund investment changes if a money after showing fails strict according to before narrate method to pay, the likelihood brings about mandatory travel to cannot be issued perhaps affirm liquidation reports, what affect fund to clear an order thereby is successful finish. When the author in practice ever had encountered fund disinvestment redound without mandatory a case that causes mandatory travel to not be willing to undertake affirming to liquidating a report thereby, right now, fund must consider to remove with mandatory travel go ahead of the rest mandatory agreement is changed to do not have mandatory fund, can be thereby below the condition that affirms without mandatory travel liquidation reports liquidation of the fund that finish puts on record.
3 it is about liquidating a report to whether need audit reports. Basis " negotiable securities invests fund way " , the audit of office of accountant of liquidation report classics that liquidation group makes. We understand this is only to fair collect fund mandatory requirement, illicit collect fund does not have compulsive requirement. But in the basis base assist the contract is how-to the demand that shows with information, fund of company fund, illicit collect equity already had the demand of year audit, treat the increase of investor for appropriate, special when involving accrual of calculation of relatively complex outstanding achievement pay, structuralization to handle, proposal liquidation report is given by accountant office audit.
The 6th pace: Fund liquidation puts on record
After issueing liquidation to report, liquidator needs to be in in base assist " integrated newspaper sends asset management business platform " the liquidation of product of the fund that finish puts on record.
According to " person of management of fund of illicit collect investment is registered and fund puts on record method (try out) " , fund happening is clear dish or of liquidation, administrative person should be in 5 workaday introversion base assist report, otherwise, will be regarded as did not press a regulation data of business of seasonable fill in a form and submit it to the leadership and by in base assist instruct correct, a year of accumulative total two above not on time data of business of fill in a form and submit it to the leadership, undertake information is updated, in base assist can take admonitory step to main responsibility personnel, the clue is serious can report to Chinese card inspect. Accordingly, after fund is stopped, administrative person should be in in time " integrated newspaper sends asset management business platform " (" system " ) in conduction liquidation puts on record, already stopped the administrative responsibility of fund with stopping its to be opposite truly. Need to finish following place to list the job in the system to finish liquidation to put on record.
(1) upload liquidation report;
(2) according to the system medium pattern plate replaces investor news;
(3) according to the system medium pattern plate fills in watch of fund liquidation situation, content includes fund assets liquidation and distribute a case, to investor distributive cash kind asset and blame cash kind assets is particular case, last the account situation of the fare state of affairs of the indebted condition that runs day of fund, fund, fund, all project that ends investment of day fund place up to liquidation;
(4) upload liquidation acceptance to case according to the pattern plate affix one's seal in the system;
(5) fill in the other liquidation information in the system, include fund the fundamental condition, beginning that liquidates reason, liquidation day, end of group of day and liquidation frequency, liquidation form etc.
The 7th pace: Industrial and commercial cancel register
To partnership model with company fund product, liquidator still needs to be in those who be in charge of door of The Ministry of Commerce and Industry to complete partnership business or company to cancel register.
Those who need an attention is, in the whole liquidation process of fund, involve a lot of files to need investor to sign affirm, report of the investor resolution that includes fund liquidation, liquidation, company / the resolution file that partnership business cancels, administrative person should be communicated with investor ahead of schedule coordinate and prepare comprehensive and relevant document, otherwise, the likelihood brings about fund to clear an order or among them cancel a program to cannot be finished smoothly, plant after under case, although administrative person puts the duty in having fund and obligation no longer, but however bequeath the empty shell of limited partnership business or company cannot deal with, future will cause the trouble on a lot of management.
The 8th pace: Save liquidation stuff
According to " fund of illicit collect investment controls government temporary measure " , mandatory person and illicit collect fund sell fund of collect of person of management of illicit collect fund, illicit orgnaization ought to appropriate saves illicit collect fund to invest decision-making, trade and investor is suitable the record etc of the respect such as sexual management is relevant data, storage life is not gotten since the day that fund liquidation ends little at 10 years. According to " contract of fund of illicit collect investment is how-to 1 (content of contract of fund of bond illicit collect and format are how-to) " , worth of illicit collect fund liquidates Zhang book and file to manage a person to save 10 years by illicit collect fund above. Accordingly, fund liquidates, administrative person answers the liquidation data with custodial and relevant appropriate, and storage life should not under 10 years. Outside the file that runs except fund collect and investment, the liquidation stuff that need saves includes:
(1) end series of liquidation, liquidation about deciding fund make the resolution file that waits for item;
(2) the financial forms for reporting statistics such as the balance sheet when fund is liquidated and belongings detailed list;
(3) liquidate a report;
(4) industrial and commercial cancel the file that register;
(5) other the material that concerns with fund liquidation.
Did not make clear limitation as a result of legal laws and regulations and autonomic sex regulation, we understand afore-mentioned liquidation stuff already can the form of paper edition is saved, OK also the form of electronic edition is saved.
Brief summary
Altogether, the Qing Dynasty of fund is a fund to end the last segment of its lifecycle, include afore-mentioned 8 all measure, each step is crucial, matter to fund whether " die " , complete and terminative relevant law concerns. Manage a person ought to strict the liquidation that completes fund according to the agreement of afore-mentioned measure and fund file, and appropriate is custodial and all liquidate Zhang book and file, avoid to stay to oneself " future trouble " .
The brief table that clears 8 measure for afore-mentioned illicit collect fund below offers reference.
The article comes from clear division to consider
