Patented technology shares, refers to the patented technology achievements as property pricing, in the form of investment shares and other forms of property (such as currency, physical objects, land use rights, etc.) shares. ), set up 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. However, the new "Company Law" implemented on June 5438+1 October1in 2006 has made many changes in many fields such as company investment. Therefore, combining the legal provisions of the two, we should pay attention to the following issues in the operation of patent technology shareholding: First, in practice, we should share in the form of patented technology, including those with patent rights and patent implementation rights, and the right to apply for patents should also be regarded as shares with fixed prices. 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, this is a problem 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 shall not exceed 30% of the registered capital of a limited liability company", which means that the proportion of intellectual property contribution can reach 70% at most and it can become an absolute controlling shareholder. Moreover, the new "Company Law" gives the company more autonomy, which is fully reflected in the company's articles of association, making the company's articles of association truly become the company's "constitution" in the future, which is self-evident for the company and shareholders.