(2) If it is agreed that all or part of the company will be paid immediately when it is established, the company will set up a temporary account according to the agreement of all shareholders (it may be agreed that a personal account will be used as a temporary account before the establishment), and if the shareholders contribute in cash, they will remit the agreed currency type and quantity into the temporary account within the agreed time limit;
(3) If the capital contribution is made in kind, the shareholders shall determine or appoint a property trustee through consultation, and if the property right is transferred in time, the capital contribution in kind shall be delivered to the trustee, who shall issue a receipt;
(4) If it is necessary to change the registration of property rights by making contributions in kind, it shall temporarily deliver the certificate of property rights in kind to the custodian or promise to change the registered items after the establishment of the company, and go through the registration of property rights change according to the agreement or legal time after the establishment of the company;
Article 27 of the Company Law: Shareholders may make capital contributions in cash, or in kind, intellectual property rights, land use rights and other non-monetary property that can be valued in money and transferred according to law. However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations.
Legal procedures for equity contribution:
(1) Go through the formalities for examination and approval of equity contribution;
Where the state-owned equity contribution is involved, and the laws, administrative regulations or decisions of the State Council stipulate that the shareholders of the equity company must obtain approval for the transfer of equity, they shall go through the approval procedures first.
(2) The equity has been appraised by a legally established appraisal institution;
(3) The subscribed or paid-in capital contribution;
(4) The equity-funded company handles the shareholder change registration;
(5) the capital verification of the invested company;
(6) The invested company shall register the change of paid-in capital.
I. Payment Method of Equity Contribution
According to the provisions of the Company Law, if capital contribution is made with non-monetary property, the property right transfer formalities shall be handled according to law. Equity, as non-monetary property, should be handled in the following ways according to different situations:
(1) When the company is established, if the investor contributes equity according to law, the invested company shall register the name of the investor who subscribed for the equity contribution, as well as the amount, method and time of contribution when applying for registration of establishment. After the investor has actually paid the capital contribution, the invested company shall apply for registration of change of paid-in capital. If the invested company is a limited liability company or a joint stock limited company, it shall also apply for the change registration of the actual amount and time of investment paid by the investor.
(2) If the investor actually contributes capital in the form of equity when increasing the registered capital of the company, the invested company shall apply for registration of change of registered capital and paid-in capital. If the invested company is a limited liability company, it shall also apply for the change registration of the name of the relevant investor, the amount and time of subscribed and paid-in capital contribution.
Two. Materials to be submitted for equity investment operation
(1) To establish a company with equity contribution, the following materials shall be submitted to the industrial and commercial authorities.
(1) Application for company establishment registration signed by the legal representative of the company;
(2) Certificate of designated representative or entrusted agent signed by all shareholders (promoters);
(3) Articles of Association signed by all shareholders (promoters), which shall stipulate the mode of capital contribution, the mode of equity delivery and the time limit;
(four) a copy of the qualification certificate of the shareholder (promoter) or the identity certificate of the natural person;
(5) A capital verification certificate issued by a legally established capital verification institution, which shall specify the investor's equity holding and paid-in in the equity company, equity evaluation and evaluation results;
(6) photocopies of the appointment documents and identity certificates of the directors, supervisors and managers;
(seven) a copy of the legal representative's employment documents and identity certificates;
(8) proof of residence use;
(9) Notice of pre-approval of enterprise name;
(10) Letter of Commitment on Notice of Equity Contribution signed by the investor;
(1 1) Copy of the business license of the equity company (required to be stamped by the equity company);
(12) Other documents required by the State Administration for Industry and Commerce.
(2) Where the registered capital of the company is increased by means of equity contribution, the following materials shall be submitted to the industrial and commercial authorities.
(1) Application for company change registration signed by the legal representative of the company;
(2) Certificate of designated representative or entrusted agent signed by the company;
(3) A resolution of the shareholders' meeting or a written decision of the shareholders;
(4) Amending or revising the articles of association;
(5) A capital verification certificate issued by a legally established capital verification institution, which shall specify the investor's equity holding and paid-in in the equity company, equity evaluation and evaluation results;
(6) Letter of Commitment on the notification of equity contribution signed by the investor;
(7) A copy of the business license of the equity company (with the seal of the equity company required);
(8) Other documents required by the State Administration for Industry and Commerce.
(three) the following materials shall be submitted to the industrial and commercial authorities for the registration of the change of shareholders of the equity company (applicable to limited liability companies)
(1) Application for Company Change Registration signed by the legal representative (application form for filing of enterprise legal person);
(2) Certificate of designated representative or entrusted agent signed by the company;
(3) A resolution of the shareholders' meeting or a written decision of the shareholders;
(4) the equity transfer agreement or certificate of equity transfer, involving state-owned shares, shall also be submitted to the relevant departments;
(5) the qualification certificate of the invested company;
(6) Amending or revising the articles of association;
(7) A copy of the business license of the equity company;