Document No. 54 of 2026 from the State Council: Key Interpretation of the "Guiding Opinions" on the Comprehensive Upgrade of Private Fund Supervision and Its Practical Impacts

Preface

On June 3, 2026, the General Office of the State Council issued the "Guiding Opinions on Strengthening Supervision, Preventing Risks and Promoting High-Quality Development of Private Investment Funds" (Guo Ban Han [2026] No. 54), and it was officially announced on June 5. This is the first top-level regulatory guideline issued by the General Office of the State Council specifically for the private fund industry. The eighteen items cover the entire chain from entry to exit.

According to the response from the CSRC to reporters, the "Guiding Opinions" is the "1" in the "1+N+X" policy and institutional framework for the private equity fund sector. Subsequently, the CSRC will improve the "N+X" rule system (with a focus on filling the gaps in rules in areas such as information disclosure, fund raising, and custody), and will also introduce a three-year action plan. Previously, the registration and filing rules of the China Fund Association addressed "how to manage", while the "Guiding Opinions" set the overall direction of "what kind of management should be implemented". In an industry with a management scale exceeding 23 trillion yuan, the regulatory logic has gradually shifted from "wide entry and strict management" to "strict entry and strict management, promoting the best and restricting the inferior".

01

Source-based prevention: Substantially raising the entry threshold

The first three points of the "Guiding Opinions" focus on "prevention at the source", and the core message is that the entry threshold continues to rise, and the registration process for new management entities has been further tightened.

Article (1) Higher standards for registration and filing

Article (1) of the "Guiding Opinions" proposes to optimize the registration and filing rules for private equity funds, resolutely preventing institutions and products that do not conform to the characteristics and operational laws of private equity funds from being registered and filed as such; strictly controlling the establishment of new government investment funds. Strengthening the qualification requirements and integrity reviews for investors, actual controllers, and senior management personnel. In practice, since the implementation of the "Registration and Filing Measures" and the supporting guidelines in 2023, the registration process of the China Fund Association has always been a substantive review, conducting strict penetration-based verification of key matters. The current admission standards are already quite high. The "Guiding Opinions" elevate this trend to a policy direction at the level of the State Council, meaning that subsequent standards can only be stricter and will not be reversed.

Here, the existing management entity must pay special attention: The relevant standards not only apply to new applications for registration, but also apply to the new standards when there are significant changes in the controlling shareholder or the major shareholder. In other words, "having completed registration" does not mean "no further review will be conducted in the future". Any situation that triggers a change in registration may be subject to a higher standard of review.

For the newly proposed application institutions, it is crucial to strictly prevent any illegal practices such as "nomination" and "proxy holding". The authenticity and rationality of the shareholder structure are the key points of the review.

Article 2: Institutionalization of the Comprehensive Analysis and Consultation Mechanism

Article (2) of the "Guiding Opinions" clearly states that institutions planning to register and file for private equity funds should apply for business registration after conducting comprehensive assessment and consultation. The CSRC department will jointly conduct a joint assessment of the proposed management entities with relevant units. It should be noted that this mechanism is not newly established out of thin air. As I understand it, Shenzhen has been conducting joint review of private equity funds since 2016, Hainan introduced a consultation work guideline in 2022, Shaanxi clearly stipulated the procedure of "first consultation, then registration, and finally filing", and Beijing, Shanghai and other places have also implemented pre-approval by the financial office. The significance of the "Guiding Opinions" lies in elevating local practices to institutionalized requirements at the national office level, meaning that the consultation will shift from "implementation in some regions" to "unified nationwide implementation".

For the newly proposed application institutions, it is recommended that the consultation process be incorporated into the time plan before submitting the application, and attention should be paid to the preparation of the initial materials.

Article (3) Control of Business Name and Scope of Operations

Article (3) of the "Guiding Opinions" stipulates that the registration management requirements for financial-related business entities must be strictly implemented. Without the approval of the securities regulatory department and the local financial management department, the terms "private equity fund" and "venture capital fund", which involve private equity funds, shall not be used in the names or business scopes of the business entities.

For the existing managers, the name control measures have compelled the institutions operating under the "private equity" name in the market to register and file with the relevant authorities. As a result, the information cost for investors in screening managers has been significantly reduced, and the recognition degree of managers has been further enhanced.

02

Comprehensively strengthen supervision: Rising compliance costs and purifying the competitive environment

The fourth to the tenth sections of the "Guiding Opinions" are the most extensive part, covering aspects such as legislative changes, classified supervision, technological empowerment, the responsibilities of investors, the whistleblower system, and the crackdown on illegal activities. For existing private equity managers, the key focuses are threefold: first, the differentiated arrangements for classified supervision; second, the impact of the whistleblower system on internal management; and third, the significance of "both regulating legality and illegal activities" in the competitive landscape.

Article 5: Classified Supervision and Differential Inspections

Article (5) of the "Guiding Opinions" requires the elaboration of risk assessment standards for private equity funds. Differentiated supervision should be implemented based on the assessment results for various private fund managers, and intensified on-site inspections should be conducted for key managers in accordance with the law. In light of the "risk assessment standards" mentioned in the responses of the CSRC to journalists, this indicates that the supervision will shift from a unified standard to targeted measures, meaning that managers with good compliance records may have a reduced frequency and intensity of inspections; problem institutions will face more intensive on-site inspections. For existing private fund managers, this could be the most direct manifestation of "favoring the good and restricting the bad".

Article (9) - Whistleblower System is Included in the Regulations

Article (9) of the "Guiding Opinions" clearly states that "a whistleblower system for private equity funds should be established, with an established reporting channel, and corresponding measures should be improved to enhance the protection of whistleblowers' information". The inclusion of the whistleblower system in regulations implies that the internal compliance of managers not only needs to withstand external inspections but also internal scrutiny.

For practical suggestions for existing private equity managers, the following three aspects should be carefully examined: ① Whether there is a written complaint system and whether it is publicly announced to all staff; ② Whether there are records and time limits for complaint handling; ③ Whether internal conflicts can be effectively resolved and retaliatory behaviors prevented. These three aspects are the weakest links that may most easily trigger whistleblowing under the whistle-blower system.

Article (10) covers both legal and illegal matters.

The "Guiding Opinions" state in the overall requirements that "both legality and illegality should be regulated", and in item (10), it emphasizes the severe crackdown on illegal activities carried out under the guise of private equity funds. For compliant private equity managers, this item is not a warning but a signal: the gray areas have been significantly reduced, and the survival space for unregulated institutions is shrinking. For a long time, a practical dilemma faced by compliant managers has been: competing in the same market as non-compliant institutions, while the latter are outside the regulatory coverage. The "Guiding Opinions" clearly state "both legality and illegality should be regulated", which means that the "regulatory arbitrage gap" between compliant managers and non-compliant institutions is being systematically compressed. This is not a one-off law enforcement action, but a systematic change in the institutional pattern.

03

Properly manage risks: Clarify the exit channels

The (11th) to (14th) items of the "Guiding Opinions" focus on risk disposal, and the core is "cleansing" - to let those that should be exited exit, and those that should be cleared be cleared.

Article (11) "Dual Liquidation" of the Administrator's Termination

In the responses of the CSRC to journalists, it was mentioned that the main content of the "Guiding Opinions" is included in the "export" aspect, "pushing for the 'dual clearance' of non-compliant private funds and enterprise entities". Article (11) of the "Guiding Opinions" requires that management entities with major illegal or irregular behaviors should be resolutely deregistered, and those that cannot continuously meet the registration requirements or have been out of contact for a long time without rectification should be subject to cancellation within a specified time limit. For existing management entities, the practical significance of this article lies in: the speed of clearing out "zombie institutions" in the industry will further accelerate, the number of management entities will continue to be reduced as a certain trend, and the scarcity and value of compliant private fund management entities will continue to steadily increase.

Article (Twelve) Clearance of Unregistered Institutions

Article (12) of the "Guiding Opinions" requires that for institutions whose names or business scopes contain the term "private equity fund" but have not undergone registration and filing procedures, they should be guided to apply for registration and filing in accordance with regulations; for those that do not meet the requirements, they should be urged to cancel registration or change their names and business scopes; for those who do not cooperate, they should be dealt with through measures such as marking or revoking business licenses. This article corresponds to Article (3) on name control and upgrades from prohibiting naming to direct clearance. The regulatory measures have become more rigid, forcing the industry to distinguish the genuine from the fake.

04

Promoting standardized development: Clear signals for supporting the strong enterprises

The first three sections of the "Guiding Opinions" are all centered around "management" and "exit", but its main principles are not limited to tightening. The 15th to 18th sections of the "Guiding Opinions" mainly focus on the "development" section, which is the most favorable signal that existing private fund managers should pay attention to.

Article 15 Strengthen internal control and risk management

Article (15) of the "Guiding Opinions" requires managers to improve internal control and risk management based on the type of business and the characteristics of their development stage. For existing private fund managers, this is not a new requirement. However, in the "N" rules to be formulated by the CSRC in the future, the specific standards for internal control are likely to become a key point. It is recommended that managers conduct internal compliance reviews in accordance with the relevant provisions of the "Regulations on the Supervision and Administration of Private Investment Funds" in advance, and identify and rectify any deficiencies before the new regulations are implemented.

Article 16 Supervision and Control of Intermediary Institutions

Article (16) of the "Guiding Opinions" proposes to cultivate and regulate private fund custodian institutions as well as intermediary service providers such as auditors, sales agents, valuation and accounting personnel, and legal advisors. It also urges them to fulfill their duties and responsibilities in accordance with the law and agreements, and to effectively play a supervisory and restrictive role. For managers, this means that when hiring lawyers and auditors, more attention should be paid to their independence and professional standards - the role of intermediaries is transforming from "cooperating in providing opinions" to "independent supervision", and the cooperation model between managers and intermediaries urgently needs to be adapted and adjusted.

Article (Seventeen) Patient Capital and Exit Channels

Article (17) of the "Guiding Opinions" proposes to cultivate and develop patient capital in multiple dimensions, further opening up diversified exit channels, and focusing on supporting private equity funds and venture capital funds that invest early, in small-scale enterprises, for long-term purposes, and in hard technologies, as well as merger and acquisition funds that integrate key core technologies and strategic emerging industries. This is the most explicit policy benefit in the entire document.

Building on the previous efforts by the China Securities Regulatory Commission to promote the establishment of S-funds and share transfer platforms (with pilot share transfer programs already launched in Beijing and Shanghai), the exit paths for private equity funds are shifting from relying solely on IPOs to being more diversified: channels such as S-fund transfers, share trading platforms, and mergers and acquisitions exits are all being expanded. For funds with a near-term maturity period, this is particularly noteworthy, as the improvement of exit channels directly affects whether the funds can be liquidated on time.

Article 18 Definition of Private Securities Funds

Article (18) of the "Guiding Opinions" guides private securities funds to provide diversified support for optimizing asset allocation for medium- and long-term funds, and also guides managers to enhance their governance levels and risk prevention capabilities. For private securities fund managers, the signal of the "Guiding Opinions" is clear: The regulatory framework in the private securities sector is moving towards that of public offerings - information disclosure, investor suitability, and compliance standards for investment behaviors will only become increasingly detailed. Those managers who start preparing early and pay attention to compliance records on a daily basis are bound to take the initiative in the next round of differentiation.

05

Conclusion

The "Guiding Opinions" consist of 18 articles. As the "1" in the "1+N+X" framework, it sets out the direction rather than the detailed rules. For the private equity fund industry, what truly determines the regulatory intensity and the boundaries of compliance is the "N+X" rules that the CSRC will introduce subsequently, as well as the three-year action plan. These will be strict constraints that managers need to follow and implement item by item.

Based on the signals released by the "Guiding Opinions", four definite trends are worthy of attention: First, the threshold for registration and filing of managers will only rise and not fall, and the change registration of existing managers will also follow the new standards. Second, classified supervision will fundamentally change the allocation method of regulatory resources, and compliance records directly affect the frequency of inspections. Third, under the guideline of "both regulating legality and illegal activities", the elimination of non-compliant institutions will be institutionalized and normalized. Fourth, the expansion of exit channels is connected with the establishment of S-funds and share transfer platforms, and the exit paths of private equity funds are diversifying.