According to the latest data from the Asset Management Association of China ("AMAC"), as of the end of October 2025, the total assets under management of the Private Fund industry surpassed RMB 22 trillion for the first time in history.

A particularly notable trend in this growth is the accelerated entry and expansion of international capital. Numerous international financial institutions have completed the registration of their private fund managers in China in recent years, with 36 such registrations since May 2023, when the Measures for Registration and Filing of Private Investment Funds (the "Measures") took effect. This trend aligns with the policy direction clearly outlined in the Action Plan for Stabilizing Foreign Investment in 2025 issued by the General Office of the State Council, which "encourages foreign investment to conduct equity investment in China".

Concurrently, with the continuous practical refinement of the AMAC rules of registration, and the further expansion of the QFLP pilot program etc., the question of how foreign-invested enterprise ("FIE") can efficiently and compliantly establish a private fund manager ("PFM") to capitalize on opportunities in the Chinese capital market has once again become a focal point for international investors. This article intends to shed light on the preparation of the establishment of a PFM for wholly foreign-owned enterprises applicants as well as other FIE Applicants ("FIE Applicant").

The standard procedure for establishing an FIE PFM consists of two main steps: registering the FIE entity itself ("FIE Registration") and registering with AMAC ("AMAC Registration").

For FIE Registration, in addition to meeting requirements for the company name and business scope, filing or approval with the commerce authority and FDI registration are also required. It is also necessary, based on the requirements of the local Administration for Market Regulation where registration takes place, to obtain approval documents from relevant authorities (e.g., the local Financial Office). 

For AMAC Registration, all information and materials required for the online application (including a legal opinion issued by a PRC law firm) must be submitted through the Asset Management Business Comprehensive Reporting Platform (the "AMBERS System").

After the FIE Applicant formally submits the online application, AMAC will complete the registration process within 20 working days from the date all registration materials are deemed complete:

(1) If the application satisfies all requirements, AMAC will approve such application and announce the basic information of the FIE Applicant online. The FIE Applicant must then report to the local CSRC (China Securities Regulatory Commission) office within 10 working days after registration is completed.

(2) If the application materials are incomplete or non-compliant, AMAC will provide feedback. The FIE Applicant shall promptly make corrections, provide explanations, supplements as required by AMAC. The time taken for such explanations, supplements, or any verification/assessment by AMAC will not be counted toward the 20-working-day processing period.

Similar to domestic applicants, FIE Applicants must satisfy a series of multi-dimensional requirements to obtain registration approval from AMAC. Based on statutory and regulatory requirements as well as current practice, to our understanding, the following criteria are critical for an FIE Applicant to obtain AMAC approval:

AMAC Requirements

(1) The name of a PFM applicant shall include phrases such as "Private Fund", "Private Fund Management", or "Venture Investment", and shall not contain terms like "Finance", "Wealth Management" etc..

(2) The business scope of a PFM shall reflect the characteristics of entrusted private fund management, such as "Private Investment Fund Management", "Private Securities Investment Fund Management", "Private Equity Investment Fund Management", or "Venture Investment Fund Management". It shall not include businesses that conflict with or are irrelevant to private fund management activities.

Comments & Advice

Prior to formal submission, verify the proposed name and business scope with the local administration. Also, note that the application for AMAC registration should be submitted within 12 months from the date of FIE establishment.

AMAC Requirements

The paid-in capital of a PFM shall be no less than RMB 10 million or the equivalent amount in freely convertible foreign currency. The use of foreign capital and RMB funds derived from foreign exchange settlement shall comply with the relevant regulations of national foreign exchange authorities.

Comments & Advice

In addition to meeting the minimum of RMB 10 million, the paid-in capital should also be no less than 25% of the total registered capital; otherwise, a message indicating "Low Paid-in Capital" will be displayed on AMAC's public information page. Furthermore, a reasonable amount of paid-in capital should at least be sufficient to cover operational costs (including employee salaries, rent, etc.) for 6 months.

AMAC Requirements

(1) The controlling shareholder of a PFM must not have been engaged in conflicting businesses such as private lending, P2P/P2B, or real estate development; shall possess more than 5 years of relevant experience; and must and must not be subject to any circumstances that would prohibit them from being a shareholder as stipulated in the Measures and other relevant regulations.

(2) For a PFM engaging in private securities fund business within China with aggregate foreign shareholding of 25% or more, its foreign shareholder(s) shall also satisfy: (i) being a financial institution approved or licensed by the financial regulatory authority of its home country or region, and the securities regulatory authority of that country or region having entered into a Memorandum of Understanding ("MoU") on securities regulatory cooperation with the CSRC or other institutions recognized by the CSRC; and (ii) not having been subject to any major penalties by regulatory or judicial authorities in the past 3 years.

Comments & Advice

(1) For non-securities PFM: There are no mandatory requirements regarding the proportion or characteristic of foreign shareholding, but shareholders must still comply with requirements such as possessing relevant experience and not being engaged in conflicting businesses etc..

(2) For securities PFM: For a PFM with foreign shareholding exceeding 25%, its foreign shareholder(s) should be licensed financial institutions from relevant countries or regions recognized by the CSRC (67 countries/regions have signed MoUs with the CSRC) and must not have been subject to major penalties in the past 3 years. Based on past practice, a PFM with either 100% foreign shareholding or less than 20% foreign shareholding may face a smoother approval process with AMAC.

AMAC Requirements

(1) The share structure of a PFM shall be concise, clear, and stable. It shall not involve excessive tiers or overly complex structures. Without proper justification, a nested structure with more than two layers established via special purpose vehicles ("SPV") is not permitted. SPVs shall not be used to circumvent relevant requirements on the financial status, integrity, and professional competence of shareholders, partners, or actual controllers.

(2) Revolving capital contributions and cross-shareholdings are not allowed.

Comments & Advice

(1) A share structure with no more than three tiers is recommended; otherwise, AMAC may require additional explanations from the FIE Applicant.

(2) If it is indeed necessary to establish a SPV, SPV set up solely for the purpose of tier isolation are not allowed. An Employee Stock Ownership Plan ("ESOP") is permissible, and it is generally advisable for the actual controller to serve as the general partner of an ESOP SPV.

(3) Shareholding entrustment is not allowed.

(4) In case of any uncertainty, please check with your lawyer about the share structure before submission.

AMAC Requirements

(1) The actual controller of a PFM shall not be an asset management product.

(2) The actual controller of a PFM must not have been engaged in conflicting businesses such as private lending, P2P/P2B, or real estate development; shall possess relevant experience as required; and must not fall under any circumstances prohibited from being an actual controller as stipulated in the Measures and other relevant regulations.

(3) For a private securities fund manager with an overseas actual controller, such overseas actual controller shall satisfy: (i) being a financial institution approved or licensed by the financial regulatory authority of its home country or region, and the securities regulatory authority of that country or region having entered into an MoU on securities regulatory cooperation with the CSRC or other institutions recognized by the CSRC; and (ii) not having been subject to any major penalties by regulatory or judicial authorities in the last 3 years.

Comments & Advice

(1) For non-securities PFM: There is no mandatory requirement regarding the characteristic of the actual controller, but they must have at least 5 years of experience, and must not be engaged in conflicting businesses. Furthermore, a natural person who is an actual controller, shall also serve as a director, supervisor, or senior manager of the PFM they control, or act as the executive partner or its appointed representative.

(2) For securities PFM: The actual controller should be an overseas licensed financial institution, possess at least 5 years of relevant experience, and must not be engaged in conflicting businesses.

AMAC Requirements

(1) For non-securities PFM: At least 2 senior executives (the Legal Representative + the Risk Manager) are needed, and such senior executive must obtain the Fund Practitioner Qualification (the "Qualification") and shall have relevant experience. If designated, a senior executive responsible for investment ("Investment Head") shall provide performance records of having led at least 2 equity investment projects in unlisted enterprises within the last 10 years, with the total initial investment amount being no less than RMB 30 million, and at least 1 of the projects shall have exited via an IPO, equity M&A, equity transfer, or other qualified means.

(2) For securities PFM: All senior executives must obtain the Qualification and shall have relevant experience. The Investment Head shall provide investment performance records for a continuous period of at least 2 years within the last 10 years, with the management scale being no less than RMB 20 million.

(3) Part-time job: Senior executives shall not work for, hold shares, or act as actual controllers in non-affiliated PFMs or institutions engaged in conflicting businesses.

Comments & Advice

(1) Work Experience: It would be more convincing to AMAC if all senior executives possess strong backgrounds with multiple years of work experience in the financial sector (including but not limited to financial institutions, private fund managers, group companies etc.).

(2) For non-securities PFM, performance records for Investment Head may include documentation demonstrating their involvement in the complete investment cycle (due diligence, investment, exit if applicable) of successful PE/VC deals; For securities PFM, it is necessary to provide contracts, filing records, and the Net Asset Value ("NAV") of the funds for which the Investment Head served as fund manager to substantiate their leading role.

(3) In practice, while part-time jobs for senior executives of a PFM are not prohibited if requirements are met, it is not recommended for the Investment Head or the Risk Manager to have part-time jobs unless absolutely necessary or justified.

AMAC Requirements

(1) No fewer than 5 full-time employees.

(2) Fund practitioners shall possess the Qualification.

Comments & Advice

(1) 6-8 full-time qualified employees is recommended to get AMAC approval. Such full-time employees must have labor contracts with the PFM, and their social security contributions must be paid by the PFM.

(2) For non-securities PFM: Among non-senior executive employees, only those who are responsible for fund raising/sales are explicitly required to have the Qualification. While not mandatory, it is advisable for investment-related employees to obtain the Qualification. Back-office roles (e.g., operations, finance, technology) have no explicit Qualification requirement.

(3) For securities PFM: All non-senior executive employees engaged in fund-related businesses—including fund raising/sales, investment, trading, research, technology, operations, finance, and marketing—must hold the Qualification.

AMAC Requirements

(1) The PFM shall establish risk control rules and implement comprehensive risk control measures, ensure lawful and compliant operations, and maintain effective internal controls.

(2) The PFM shall establish scientific, effective, and operational internal control, risk control, and compliance management rules. These include rules for operational risk control, information disclosure, internal transaction records, related-party transaction management, prevention of insider trading and transfer of interests, business segregation, employee securities trading reporting, fundraising, investment management, fund safety, fair trading, outsourcing control, etc..

(3) When conducting securities and futures trading, investment decisions shall be made independently. Trading instructions shall not be placed through overseas institutions or overseas systems.

Comments & Advice

(1) Upon registration, submit the full set of internal rules documents required by AMAC. Consult your lawyers to formulate necessary documents that match the organizational structure.

(2) Securities PFMs must ensure business separation from their foreign shareholders and actual controllers, maintain independent decision-making, and place trading orders independently within China.

AMAC Requirements

(1) The PFM shall have independent, stable business premises. It shall not use shared or otherwise unstable venues as business premises, and shall not share offices with its shareholders, actual controllers, related parties, etc. If the premises are leased, the remaining lease term from the date of submitting the registration application shall be no less than 12 months.

(2) If the registered address differs from the business address, there shall be reasons provided.

Comments & Advice

(1) Independence of the office is demonstrated by a separate doorplate/address and physical separation. Particular attention should be paid to not sharing offices with shareholders or related parties.

(2) The remaining lease term should be no less than 12 months at the time of submission.

(3) Proof of office premises typically includes the property ownership certificate (which should indicate the owner), the lease agreement, and proof of the lessor's right to lease the property.

本文作者：孙名琦 张琼中 杨涵琦