I. Capital increase and share expansion
Refers to the enterprise to raise shares from the society, issue shares, new shareholders invest in shares or original shareholders increase their investment to expand their share capital, thus increasing the capital of the enterprise.
For limited liability companies, capital increase and share expansion generally refers to increasing the registered capital of the enterprise, and the increased part is subscribed by new shareholders or new shareholders and old shareholders, thus enhancing the economic strength of the enterprise, and the increased registered capital can be used to invest in necessary projects.
Second, the equity transfer
It is a civil legal act for the shareholders of a company to transfer their shareholders' rights and interests to others for compensation according to law, so that others can obtain equity.
The equity transfer agreement is the intention of the transferor to deliver the equity and charge a premium, and the transferee to pay the premium to obtain the equity. Equity transfer is an act of property right change. After the equity transfer, all the rights and obligations of shareholders to the company based on their shareholder status are transferred to the transferee at the same time, so the transferee becomes a shareholder of the company and obtains shareholder rights. According to the first paragraph of Article 44 of the Contract Law, the equity transfer contract comes into effect upon its establishment.
However, the effectiveness of the equity transfer contract is not the same as that of the equity transfer. The entry into force of the equity transfer contract refers to the issue that is legally binding on the parties to the contract, and the entry into force of the equity transfer refers to the issue of when the equity is transferred, that is, when the transferee obtains the shareholder status. Therefore, we must pay attention to the proper performance after the signing of the equity transfer agreement.
Three. Contribute to shares
As the name implies, it is the capital contribution of the company when it was established.
According to Article 14 of the Regulations of the People's Republic of China on the Administration of Company Registration, shareholders are not allowed to contribute their capital at a fixed price with labor services, credit, natural person's name, goodwill, franchise or secured property.
According to the provisions of Article 27 of the new Company Law, there are the following ways of capital contribution by shareholders of a limited liability company:
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 that shareholders 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. Although China & gt does not explicitly prohibit shareholders from contributing capital by labor and credit, from the list of shareholders' contributions, China does not allow shareholders to contribute capital by labor and credit to limited liability companies and joint stock limited companies. Article 16 of China's Partnership Enterprise Law stipulates: "Partners may contribute their capital in cash, in kind, land use rights, intellectual property rights or other property rights, or in labor services." It can be seen that a partnership can be funded by labor services.