I. Laws and regulations on intangible assets investment
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.
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.
The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
Article 24 of the old "Company Law": Shareholders may make capital contributions in cash or in kind, industrial property rights, non-patented technology and land use rights. Physical objects, industrial property rights, non-patented technologies or land use rights as capital contributions must be appraised and valued, and the property must be verified, and the valuation shall not be overestimated or underestimated. The evaluation and pricing of land use rights shall be handled in accordance with the provisions of laws and administrative regulations.
The amount of investment with industrial property rights and non-patented technology at a fixed price shall not exceed 20% of the registered capital of a limited liability company, unless the state has special provisions on the adoption of high-tech achievements.
Article 26 of the new Company Law stipulates that the registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory minimum registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years. The minimum registered capital of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the minimum registered capital of a limited liability company, those provisions shall prevail.
Article 23 of the old company law: the registered capital of a limited liability company is the paid-in capital of all shareholders registered in the company registration authority. The registered capital of a limited liability company shall not be less than the following minimum:
(1) 500,000 yuan for companies mainly engaged in production and operation;
(2) 500,000 yuan for companies mainly engaged in commodity wholesale;
(3) 300,000 yuan for companies mainly engaged in commercial retail;
(4) Technology development, consulting and service company100,000 yuan.
Where the minimum registered capital of a limited liability company in a specific industry needs to be higher than that stipulated in the preceding paragraph, it shall be stipulated separately by laws and administrative regulations.
Article 28 of the new Company Law: Shareholders shall pay their subscribed capital contributions in full and on time in accordance with the provisions of the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 29 of the new "Company Law" stipulates that after a shareholder makes a capital contribution, it must be verified by a legally established capital verification institution and issued with a certificate.
Article 3 1 of the new company law: after the establishment of a limited liability company, it is found that the actual price of non-monetary property invested by the company is obviously lower than the amount stipulated in the company's articles of association, and the difference shall be made up by the contributing shareholders; When the company is established, other shareholders shall bear joint and several liabilities.
Provisions on the Administration of Registration of Registered Capital of Companies
Article 6 When a company is established, the initial capital contribution of shareholders or promoters, the change of registered capital and paid-in capital of the company must be verified by a legally established capital verification institution and a capital verification certificate must be issued.
Article 7 The non-monetary property invested by shareholders or promoters shall be appraised by an asset appraisal institution with appraisal qualification and verified by a capital verification institution.
Article 8 Shareholders or promoters may make capital contributions in currency, or they may make capital contributions in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred according to law.
Where a shareholder or promoter contributes capital with property other than currency, physical objects, intellectual property rights and land use rights, it shall comply with the relevant provisions formulated by the State Administration for Industry and Commerce in conjunction with relevant departments of the State Council.
Shareholders or promoters shall not make capital contributions at a fixed price in the form of labor service, credit, natural person's name, goodwill, franchise or secured property.
Article 9 Shareholders or promoters must contribute capital in their own names.
Article 10 The minimum registered capital of a limited liability company is 30,000 yuan, that of a one-person limited liability company is100,000 yuan, and that of a joint stock limited company is 5 million yuan. Where laws and administrative regulations have higher provisions on the minimum registered capital of limited liability companies and joint stock limited companies, those provisions shall prevail.
The monetary contribution of all shareholders or promoters of the company shall not be less than 30% of the registered capital of the company.
The shares subscribed by the promoters of a joint stock limited company established by offering shall not be less than 35% of the total shares of the company; However, if there are other provisions in laws and administrative regulations, those provisions shall prevail.
Article 11 The initial capital contribution of all shareholders of a limited liability company shall not be less than 20% of the registered capital of the company, nor less than the statutory minimum registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years.
The initial investment of all promoters of a joint stock limited company shall not be less than 20% of the registered capital of the company, and the rest shall be fully paid by the promoters within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years.
Article 12 Shareholders or promoters shall pay their respective subscribed capital contributions or subscribed shares in full and on time as stipulated in the Articles of Association. Where the capital contribution is made in currency, the monetary capital contribution shall be fully deposited into the account opened by the company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
When the company is registered for establishment, if the shareholders or promoters make the capital contribution as non-monetary property for the first time, they shall submit the certification documents that have gone through the formalities of property right transfer.
After the establishment of the company, if the shareholders or promoters pay their capital contributions within the time stipulated in the articles of association, and they belong to non-monetary property, they shall apply for the change registration of the paid-in capital of the company after going through the formalities for the transfer of property rights according to law.
Similarly, the Regulations of the People's Republic of China on the Administration of Company Registration.
Provisions on Several Issues Concerning the Administration of Company Registration
Some provisions on promoting the transformation of scientific and technological achievements
Where a limited liability company or an unincorporated enterprise is established with the contribution of high-tech achievements, unless otherwise agreed, the price of high-tech achievements may reach 35% of the registered capital of the company or enterprise.
Provisions on Several Issues Concerning the Shareholding of High-tech Achievements (repealed in May 2006)
Article 3 The total investment in high-tech achievements may exceed 20% of the registered capital of the company, but shall not exceed 35%.
Article 4 The shares of high-tech achievements shall meet the following conditions:
(1) It belongs to the high-tech scope promulgated by the State Science and Technology Commission;
(2) It is the core technology of the company's main products;
(3) Investors of technological achievements shall enjoy the right to dispose of the technology according to law by investing in shares, and guarantee that the company property rights of the technology can be used against any third party;
(four) has passed the appraisal of the State Science and Technology Commission or the provincial science and technology management department.
Article 6 Where a high-tech achievement is used as a share, the investor of the achievement shall agree with other investors on the scope of use of the achievement, the scope of rights enjoyed by the investor of the achievement for the technology and the liability for breach of contract.
Article 7 Where shares are acquired with high-tech achievements, the evaluation and pricing shall be conducted by an evaluation institution registered in the administrative department for industry and commerce. If the evaluation results of state-owned assets need to be confirmed by the relevant administrative departments according to law, confirmation procedures shall also be handled. Where the assessed amount exceeds 20% of the registered capital of the company, the following documents shall be submitted and confirmed by the administrative department of science and technology at or above the provincial level:
(1) Application for investment in technological achievements: explain the right status of technological achievements, the transfer of the right to use and its implementation effect;
(2) Documents certifying that the investor enjoys the rights to the achievements, including patent certificate, software registration certificate, new plant variety registration certificate, patent transfer contract, technology contract and other relevant legal documents;
(3) Technology investment agreement, and the production plan approved or implemented by the company;
(four) the evaluation report and confirmation of the value of technological achievements;
(five) other documents required by the administrative department of science and technology.
Article 33 of the Measures for the Administration of Initial Public Offering and Listing stipulates that an issuer shall meet the following conditions: intangible assets (after deducting land use rights, breeding rights and mining rights, etc.) account for no more than 20% of the net assets at the end of the latest period.
In addition, the laws and regulations that may be involved are
Patent law, detailed rules for the implementation of patent law, regulations on patent agency, and measures for administrative enforcement of patents.
Trademark Law and Regulations for the Implementation of Trademark Law