Feasibility analysis of SOE acting as GPs of PE funds

As private-equity-investment funds flourish, the business has gradually drawn the participation of state-owned capital. At present, a clear majority of PEI funds are organized as limited partnerships. However, Article 3 of the Partnership Law states that “solely state-owned companies, state-owned enterprises, listed companies, public welfare institutions and social organizations shall not act as general partners”. Therefore, it makes one wonder if a SOE can participate in a PEI fund as a limited partner.

This article analyzes the concept of SOEs and makes operational recommendations to state-owned capital players to participate in PEI funds as general partners.

CONCEPT OF SOE

Article 3 of the Partnership Law juxtaposes solely state-owned companies with SOEs, stipulating that they shall not act as general partners. It is easy to understand the concept of solely state-owned companies, but further analysis is needed to understand SOEs in such a law. There is no uniform definition of the concept of SOEs. The main provisions are as follows:

About the Law on State-owned Assets of Enterprises. Before the Law on State-Owned Assets of Enterprises was implemented on 1 May 2009, the State-owned Assets Supervision and Administration Commission, the Ministry of Finance, the National Development and Reform Commission and the National Bureau of Statistics had sporadic and fragmented provisions on the concept of state-owned assets. After the law came into effect, the management of state-owned assets of enterprises was subject to systematic regulations.

Lu Guofei is a partner and Wang Tingting is a trainee at Boss & Young