1. Equity investment refers to the acquisition of shares of the invested entity through investment. Refers to enterprises (or individuals) buying stocks of other enterprises (listed and unlisted companies) or directly investing in other units with monetary funds, intangible assets and other physical assets.
2, equity transfer, is the company's shareholders in accordance with the law to transfer their shareholder status to others; Asset transfer is the operation and management behavior of asset owners to deal with their assets.
3. Theoretically, the result of equity contribution is that shareholders "pay" the equity of one company they hold to another company, making it a part of the corporate property of the latter company. Specifically, the latter company owns the equity of the former company, while the shareholders of the former company have changed. ?
4. From the legislative point of view, the equity contribution must go through the formalities of equity transfer.
According to Article 28 of the Company Law, "shareholders shall pay their subscribed capital contributions in full and on time in accordance with the articles of association", and shareholders shall go through the formalities for the transfer of their property rights in accordance with the law if they contribute capital in non-monetary property.
Secondly, take Company A and Company B in question as examples:
1, A bought 60% of the shares of Company B from the shareholders of Company B, and the amount of funds has nothing to do with Company B. Naturally, it is impossible to transfer the funds to Company B, but should be transferred to the account of the shareholders of Company B who transferred the shares.
2. Shareholders of Company B transfer their equity to Company A, which is called equity transfer; And company A has to pay a sum of money to get the equity of company B, which is an investment for company A..
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What needs to be clear is that equity contribution is not equal to general equity transfer.
1. Although equity contribution and equity transfer have the same legal effect, in equity transfer, the transferee can be either a company or a natural person, and in the case of equity transfer caused by equity contribution, the transferee is only a company.
2. The two are different in the form of asset changes, because a shareholder transfers the equity of a company he holds to another company, and the company that receives the equity has to pay the price to the transferor, and at the same time needs to reduce the monetary assets.
In the equity investment, the company that accepts the investment does not need to pay the consideration to the shareholders who use the equity investment, and there is no problem of reducing other assets of the company.
3. On the basis of meeting the relevant provisions on equity transfer, equity contribution also needs to meet a series of provisions on capital contribution in the Company Law, such as evaluation and capital verification.