In equity investment, if the two parties adopt the way of increasing capital and shares, they need to sign this agreement, that is, the capital increase agreement. The capital increase agreement here refers to the agreement signed between the target company and the capital increase party, which stipulates the capital increase amount, equity ratio, capital increase payment, capital verification, change registration and other matters. The target company here is a limited liability company; The capital increase party can be the original shareholder or the new shareholder.
Relevant regulations: Article 967 of the Civil Code stipulates that a partnership contract is an agreement concluded by two or more partners for the same business purpose, in which * * * enjoys the benefits and * * * bears the risks.
Two. Scope of application of the company's capital increase cooperation agreement
The company's capital increase and share expansion requires resolutions of the shareholders' meeting, capital verification of newly-increased registered capital by accounting firms (if necessary), amendment of the articles of association, change of registration, etc. And Sino-foreign joint ventures also need the approval of the examination and approval authorities. In this way, the registered capital of the company will increase, the ownership structure will change, or the shares held by the original shareholders will change, or new shareholders will be added, or both.
Three. Main contents of capital increase agreement
The capital increase agreement is an agreement for this round of financing, which mainly includes the specific situation of this capital increase (current investor, capital increase subscription price, capital increase amount and capital increase purpose), delivery conditions, commitments and obligations of the founder of the controlling shareholder (gambling and performance compensation), agreement and compensation for breach of contract, etc.
Four. Definition of some terms in capital increase cooperation agreement
(1) This transaction refers to the capital increase made by all parties according to the transaction documents.
(2) Related parties include affiliated companies and related persons. In any of the following circumstances, any entity shall be regarded as an affiliated company of the related party of this Agreement. The related party (a) directly or indirectly controls one party of this Agreement, or is controlled by one party of this Agreement, or is jointly controlled by other entities with one party of this Agreement; Or (b) ten percent (10%) or more of the registered capital, voting rights, equity or decision-making power of any entity is directly or indirectly owned by one party to this agreement (or vice versa); Or (c) a party to this Agreement directs, influences or formulates the decision-making, development, management and policy direction of the entity through contracts, directorships or other means (and vice versa); Or (d) any entity of which a subsidiary of a party to this Agreement is a director, partner, shareholder or senior manager; "Related party" refers to the close relatives of natural persons, including parents, spouses, brothers and sisters and their spouses, adult children and their spouses.
(3) "Control" refers to the right to give instructions or instruct others to give instructions to an entity's business, affairs, management or decision-making directly, indirectly or as a trustee or executor, by owning equity, voting rights or voting securities, acting as a trustee or executor, or according to contracts, agreements, trust arrangements or other means.
(4) "Working day" refers to the business day when banks in China are open to the public (except Saturday, Sunday and legal holidays).
According to reports, the capital increase agreement is a contract signed between shareholders after the company makes a capital increase agreement.