The difference between the Intellectual Property Office and the Copyright Bureau: The scope of the Intellectual Property Office is larger than that of the Copyright Bureau. Copyright refers to the right of the author or others (including legal persons) to a certain crop according to law. Intellectual property rights include trademarks, patents, copyrights and broadcasting rights.
Legal objectivity:
According to the provisions of the Intellectual Property Law, there are generally two ways for intellectual property rights holders to realize their rights: one is to directly use their own intellectual property rights, and the other is to transfer or license others to implement their intellectual property rights. Investing in shares with intellectual property rights is the second way to realize intellectual property rights, so the specific ways of investment should include "transfer" and "license". 1. Where the intellectual property owner contributes capital in the form of transferring the ownership of intellectual property, he shall abide by the legal provisions on the transfer of intellectual property. China's Trademark Law and Patent Law both stipulate that investors will transfer a specific trademark or patent right as a whole in the form of trademark or patent technology transfer. It can be said that this investment model is compatible with the specific connotation of enterprise property rights, so there is no conflict in reality, but it is debatable whether the investment can be partially transferred by intellectual property rights. I think it is necessary and feasible to use this investment method in reality, but strict conditions should be set for its application. Where the investor of intellectual property rights contributes by way of transfer, he must promise that the intellectual property rights contributed by him are not enough to cause misunderstanding, confusion or other adverse effects. If an investor has licensed intellectual property rights to others, he must obtain the consent of the licensee before handling the investment transfer, and deal with the aftermath in accordance with the provisions of the licensing contract, and shall not use intellectual property investment to harm the interests of the licensee. Choosing the way of intellectual property transfer to invest in the company is in line with the basic principle that the company enjoys the legal person property right formed by shareholders' investment, no matter from the theoretical framework or the actual situation. Because "transfer" means permanent transfer, the company enjoys the ultimate ownership of intellectual property rights, so it also has the final disposal right, which can be used as the capital guarantee for the company to bear losses and risks. It can be said that for the sake of capital credit, the transfer of intellectual property rights is in line with the provisions of China's company law. 2. The intellectual property right holder contributes capital in the form of license. If the intellectual property subject chooses to contribute capital in the form of license, will it conflict with the provisions of the company's legal system on registered capital in theory, can this conflict be solved through the corresponding system construction, and will it face great risks or even be difficult to operate in practice? The company to be established must prove the legitimacy of its right to use intellectual property, and exclude others' improper right to use it in an external form. This external expression can only be registered or filed. It is relatively simple to register and transfer trademark rights through the industrial and commercial bureau. At present, there is no special patent or trademark registration system in China. Investors can apply to the corresponding administrative departments in their own names. Because there is no precedent to follow, such applications often face the risk of failure. In addition, if the intellectual property owner contributes to the company by way of use license, all the rights of the intellectual property as a contribution will not be transferred, and the company will only enjoy the right to use intellectual property within a certain period and scope. Then, this will conflict with the company law in two aspects: first, it will conflict with the principle of maintaining company capital. The so-called principle of capital maintenance, also known as the principle of capital enrichment, means that a company should always maintain its property equivalent to its capital during its existence. For example, Article 25 of China's Company Law stipulates that "shareholders shall pay their subscribed capital contributions in full in accordance with the articles of association." Article 34 stipulates that "after the company is registered, shareholders may not withdraw their capital contribution." The legislative purpose of the principle of capital preservation is to prevent the substantial reduction of capital, protect the interests of creditors, prevent shareholders from improperly distributing profits and ensure the normal development of the company's own business activities. The conflict between the contribution of the right to use intellectual property rights and the principle of maintaining the company's capital is mainly manifested in the following two points: First, some rights in intellectual property rights, such as trademark rights, patents, computer software, etc., are valid and belong to the public domain once they expire, and any individual or enterprise can use them for free. If this validity period is shorter than the company's operating period, it is essentially equivalent to the investor withdrawing his capital contribution in disguise; Second, the value of intellectual property is unstable, and the value of trademark right is closely related to the use of the trademark and the quality of the goods using the trademark. The value of patented technology, proprietary technology and computer software is closely related to the development and application of new technologies and market changes. Once the value of intellectual property rights as capital contribution fluctuates, it is lower than the assessed value when it is invested in shares, which also violates the principle of capital preservation of the company. Secondly, it conflicts with the requirements of the company to assume responsibility. The company enjoys all legal person property rights formed by shareholders' investment, enjoys civil rights and assumes civil obligations according to law. The company operates in accordance with the law with all its legal person property and is responsible for its own profits and losses. If the investor uses intellectual property rights in the form of permission, the company that receives the capital contribution cannot enjoy the final disposition right of intellectual property rights. Then, when the company has a debt dispute, can the creditor claim the intellectual property rights as part of the debtor's capital? As a debtor, how can a company "take responsibility for debts with all its assets"? The legal consequences of investors' contribution in the form of intellectual property license are more complicated. In fact, the company does not have the complete right to dispose of the property, which is contrary to the property rights of legal persons. How to balance the relationship between the two or give up this investment model directly? The author believes that this question should be answered according to the actual situation. The advantages and disadvantages of this investment method cannot be analyzed simply from the perspective of intellectual property licensing. In reality, intellectual property license as a form of capital contribution is not without, and this form of use is still relatively common. The author agrees to contribute to the company by licensing intellectual property rights, but only if the license for such contribution is exclusive. It can also be said that the usufructuary right investment of intellectual property bears some additional information costs, contract costs and exclusive costs than the investment of complete intellectual property rights. The high transaction cost of usufructuary right investment stems from the fuzziness and uncertainty of Chinese legal provisions. These extra transaction costs often make the parties have to use other alternative methods to reduce transaction costs, or even choose to give up. Although there is a demand for intellectual property in practice, its development is very limited because of its great fuzziness and risk. And on the basis of satisfying the specific legal provisions on licensing, the obligee is also restricted by the interests of other shareholders of the company. When considering solving this problem, I think we can limit the reuse of this part of intellectual property rights by establishing the consideration factors of the stability of shareholders' interests and creditors' interests. In fact, capitalized intellectual property is dynamic capital with obvious instability, which is not only an important factor that enterprises that accept investment must consider, but also an important factor that intellectual property investors need to consider carefully when choosing investment methods.