1. What are the investment methods for establishing a limited company?
(1) Mode of contribution in cash.
The way of monetary contribution refers to the way that shareholders directly invest in the company with funds. Where a shareholder directly invests in a company in cash, he shall pay the subscribed capital contribution in a temporary account opened by a limited liability company in a bank or other financial institution before the company is registered.
(2) Investment in kind.
The investment in kind means that the shareholders' investment in the company is in kind, which constitutes the main body of the company's assets. Physical objects must be buildings, equipment, raw materials or other materials necessary for the company's production and operation, and materials not needed for the company's production and operation activities shall not be shared in the company as physical objects. According to the provisions of the Company Law, if the investment is made in kind, the legal procedures for property transfer shall be handled at the relevant departments. For in-kind donations, the property must be appraised and verified, and the appraisal shall not be overestimated or underestimated. State administrative institutions, social organizations and enterprises that make contributions in kind with state-owned assets shall be verified and confirmed by the state-owned assets management department. Where a shareholder makes a contribution in kind at a fixed price, it shall go through the transfer formalities of the contribution in kind at the time of company registration and be verified by the corresponding capital verification institution.
(3) Industrial property investment mode.
Industrial property (including non-patented technology) is an intangible intellectual asset, which is different from tangible assets and is a right to use. Investment with industrial property rights can be roughly divided into two categories: one is patent right and trademark right, and the other is proprietary technology, which refers to manufacturing technology, material formula and management secrets. Shareholders invest in the company with industrial property rights (including non-patented technology) as capital contribution. Shareholders must be the legal owners of industrial property rights (including non-patented technologies) and confirmed by legal procedures. When shareholders use industrial property rights (including non-patented technology) as their capital contribution, they must evaluate the industrial property rights and non-patented technology, and shall not overestimate or underestimate the price, and shall go through the transfer procedures before the company goes through the registration. China's "Company Law" stipulates that the amount of capital contribution made by shareholders with industrial property rights (including non-patented technology) shall not exceed 20% of the registered capital of a limited liability company.
(4) The mode of land use right investment.
In China, according to the law, land belongs to the state and the collective. Shareholders can only buy shares with the right to use the land. According to the Interim Provisions on the Management of Land Assets of Joint-stock Pilot Enterprises, joint-stock enterprises that use the land of collective enterprises must hold the approval document of the competent department responsible for examining and approving the establishment of joint-stock enterprises, and be requisitioned by the state according to the provisions on land requisition for national construction, converted into joint-stock enterprises according to law, or invested by the state. The price of land use right shall be assessed by the land administration department of the people's government at or above the county level and reported to the people's government at or above the county level for review, which shall be regarded as the approved amount of land assets. Shareholders who contribute to the land use right must hold a new state-owned land use certificate issued by the land management department. After the establishment of the company, the shareholders handed over the state-owned land use certificate to the company, and the company applied to the land management department of the local people's government for changing the land registration.
Second, how to determine the time for shareholders to contribute capital?
If the paid-in capital system is adopted, the shareholders shall pay in full the registered capital when the company is established. Later, a compromise attitude of combining paid-in capital with subscribed capital was adopted, and the amount of contribution should not be less than 20% of the registered capital when the company was established, and the maximum period for subsequent registered capital was set at 2 or 5 years.
At present, except for the subject with special restrictions, the subscription system is completely adopted. The amount and time of capital contribution subscribed by shareholders shall be completely agreed by shareholders themselves and specified in the articles of association. Shareholders can complete their capital contribution in full at the agreed time. When the agreed investment time expires, but shareholders think it is necessary to postpone it, they can adjust the investment time by amending the articles of association.
When making capital contributions to the company, shareholders shall pay their capital contributions in full within the agreed time limit. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank. However, if a shareholder contributes capital with non-monetary property, he shall go through the formalities for the transfer of his property right according to law. Where a shareholder fails to pay his capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid his capital contribution in full on schedule, in addition to paying his capital contribution in full to the company.