Paragraph 1 of Article 27 of the Company Law stipulates: "Shareholders may make capital contributions in cash, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and transferred according to law; However, except for property that cannot be used as capital contribution according to laws and administrative regulations. "
Article 14 of the Regulations on the Administration of Company Registration stipulates: "The mode of capital contribution of shareholders shall comply with the provisions of Article 27 of the Company Law. Where a shareholder contributes capital with property other than cash, physical objects, intellectual property rights and land use rights, the registration method shall be formulated by the State Administration for Industry and Commerce jointly with relevant departments of the State Council.
Shareholders are not allowed to make fixed-price capital contribution by labor service, credit, natural person's name, goodwill, franchise or secured property. "It can be seen that labor service investment and creditor's rights investment are not in compliance with the law.
Extended data:
The modes of contribution include:
First, money. It takes a certain amount of liquidity to set up a company. Pay for the establishment and operation of the company. Therefore, shareholders can contribute in cash.
Second, in kind. Physical investment is generally based on machinery and equipment, raw materials, spare parts, goods, buildings and workshops.
Third, intellectual property rights. The so-called intellectual property rights refer to people's civil rights to the fruits of their intellectual labor. Traditional intellectual property rights include trademark right, patent right and copyright.
Fourth, land use rights. There are two ways for companies to obtain land use rights. One way is for shareholders to invest in the company after pricing the land use right, so that the company can obtain the land use right.
The other is that the company applies to the local county-level land management department and obtains the land use right by subscription contract after approval, and the company pays the site use fee according to the regulations. The former is the way of capital contribution by shareholders, but the relevant procedures must be fulfilled according to law.
Fifth, labor and credit contribution. Some civil law countries allow shareholders to contribute by labor and credit, but only limited to unlimited companies, joint-stock companies and joint-stock companies, while limited liability companies and joint-stock companies are not allowed to contribute by labor and credit.
For example, as stipulated in>, investment in kind or acceptance in kind can only be property with determinable economic value; Labor services cannot be counted as donations in kind or income in kind. "
Compared with civil law countries, some common law countries have more flexible provisions on shareholder's capital contribution. Such as: >; Provisions: "The board of directors may approve the issuance of shares and charge a premium for it. The premium includes all tangible or intangible property, or can make the company enjoy benefits, including cash, payment vouchers, services provided, contracts for providing services or other securities of the company."
Baidu Encyclopedia-China People and China Company Law