Legal analysis: According to the Company Law, patented technology can be used as capital contribution, but it can only be verified after transfer, so patented technology cannot be used for the company's initial capital contribution. Patent technology investment, also known as patent technology shareholding, refers to a business behavior that takes patented technology achievements as property and then combines them with other property forms (such as currency, physical objects, land use rights, etc.). ) Establish a limited liability company or a joint stock limited company according to legal procedures. In addition to the particularity of the patent itself, the use of patent investment will also involve more fields of company law. According to the provisions of Article 27 of the new Company Law, shareholders can make capital contributions in cash, or they can make capital contributions 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 the property that cannot be used as capital contribution as stipulated by laws and administrative regulations. The following problems should be paid attention to in the operation of patent technology shares: first, in practice, the form of patent technology shares should be adopted, including those with patent rights and patent implementation rights, and the right to apply for patents can also be regarded as fixed-price patent technology shares. According to Article 27 of the new "Company Law", "shareholders can make capital contributions in cash, or they can make capital contributions 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. " I think these three forms of capital contribution are feasible, but in practice, there are still some legal obstacles in dealing with some problems, such as the transfer of capital contribution. Therefore, first of all, it is necessary to clarify the form of patent technology shares. Of course, in order to reduce unnecessary disputes in the future, we should take the lead in acquiring shares in patented technology. Second, pay attention to the following investment procedures to ensure that the investment is flawless. First, we must evaluate the value of the patent. Then, the patentee will register with the patent office and announce the transfer of the patent right to the invested company according to the contract and articles of association established by the company. The industrial and commercial registration authority will, in accordance with the procedures for the transfer of patent rights, determine that the shareholders who have invested in the patented technology have fulfilled their investment obligations. Third, pay attention to the patent shares must be the legal right holder of the patent. Moreover, in China's laws, there are regulations on the subjects who can make equity investment, and there are certain restrictions on whether state-owned enterprises, legal persons or individuals with internal functional institutions can make patent shares. Fourth, when using patented technology to buy shares, we should also pay attention to the transfer of technical information and rights; Technical training and guidance of patent shareholders; Ownership of subsequent improvement results and liabilities of all parties for breach of contract. Fifth, the patent shares need to pay special attention to the reliability of patented technology. Undeniably, due to the limitation of the file storage capacity of the patent office and possible negligence in the work, the examiner who examines and approves patents may grant patents to technologies that do not meet the patent requirements. In addition, there is no substantive examination of utility model patents and design patents, so the law stipulates that any unit or individual can file an application for patent invalidation. Once it is declared invalid, it does not have the property of real right and cannot be used as a technology for shareholding. Therefore, it is very necessary to conduct necessary examination and retrieval of patents and stipulate in the contract the treatment method after invalidation. Sixth, there is another issue that needs special emphasis, that is, the corporate governance involved after the shareholding. According to the original company law of our country, the contribution of intangible assets cannot exceed 20% of the registered capital, but if it is recognized as a high-tech enterprise, the contribution ratio of intangible assets can be increased to 35%. Therefore, in the past, intangible assets could not become the major shareholder of the company, at least not the absolute controlling shareholder, so they could only be in a subsidiary position in corporate governance. (However, the new company law stipulates that "the monetary contribution of all shareholders of a limited liability company shall not be less than 30% of the registered capital". The company law cancels the relevant provisions and does not limit the proportion of capital contribution. In other words, the proportion of intellectual property investment can reach 70% at most, and it can become an absolute controlling shareholder.
Legal basis: Article 27 of the Company Law of People's Republic of China (PRC), shareholders can 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 the property that cannot be used as capital contribution as stipulated by laws and administrative regulations.
Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.