1. What is patented technology shareholding
Patented technology shareholding refers to the use of patented technology results as property prices, in the form of capital contribution and other forms of property (such as currency, A business activity that combines physical assets, land use rights, etc.) and forms a limited liability company or a joint-stock company in accordance with legal procedures. In addition to the particularity of the patent itself, the use of patents for investment will also involve more areas of the Company Law.
2. What issues need to be paid attention to when investing in patented technology?
In the operation of investing in patented technology, we need to pay attention to the following issues:
First, in practice The forms of equity investment based on patented technology include those based on patent rights, those based on patent implementation rights, and the right to apply for patents is also regarded as patented technology equity investment. According to Article 27 of the new "Company Law", "Shareholders may make capital contributions in currency, or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in currency and transferred in accordance with the law; however, legal and administrative Except for property that cannot be used as investment according to regulations. "I think these three forms of investment are feasible, but in practice, there are still certain legal obstacles in dealing with some issues when using the latter two methods to invest. For example, Issues of investment transfer, etc. Therefore, we should first clarify the form of investing in patented technology. Of course, in order to reduce unnecessary disputes in the future, we should first recommend investing in patented technology.
Second, please note that the following investment procedures must be completed before the investment with patent rights is deemed to be flawless. First, the value of the patent must be evaluated, and then the patentee must go to the Patent Office in accordance with the contract and articles of association for establishing the company. After handling the registration and announcement procedures for the transfer of patent rights to the invested company, the industrial and commercial registration authority shall determine the fulfillment of the shareholder investment obligations of shareholders who invest in patented technology based on the procedures for the transfer of patent rights.
Third, please note that the patent investor must be the legal right holder of the patent. Moreover, our country's laws have regulations on the entities that can make equity investments. Whether it is a state-owned enterprise, a legal person with an internal functional agency, or an individual who invests in patents, there are certain restrictions.
Fourth, when using patented technology to invest in shares, attention must also be paid to the handover of technical data and transfer of rights; technical training and guidance for patent investors; the ownership of subsequent improvement results and the liability for breach of contract by all parties .
Fifth, special attention needs to be paid to the reliability of patented technology when investing in patents. It is undeniable that because the examiners who approve patents are limited by the patent office's document storage and may be negligent in their work, the possibility of granting patent rights to technologies that do not meet patent conditions exists. In addition, for utility model patents and appearance patents, the possibility exists. Design patents are not subject to substantive examination, so the law stipulates that any unit or individual can file an application to declare the patent invalid. Once it is declared invalid, it will no longer have the attributes of property rights and cannot be used as a technology for investing in shares. Therefore, it is very necessary to conduct necessary examination and search of the patent and to stipulate in the contract the treatment method after the invalidation.
Sixth, there is another issue that needs special emphasis, which is the corporate governance issues involved after becoming a shareholder. my country's original "Company Law" stipulates that the amount of intangible assets contributed cannot exceed 20% of the registered capital. However, if it is recognized as a high-tech enterprise, the proportion of intangible assets can be increased to 35%. Therefore, those who invested in intangible assets in the past could not become the company's major shareholders, at least not the absolute controlling shareholders. Therefore, 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 investment ratio of intellectual property rights can reach up to 70%, and they can become absolute controlling shareholders. Moreover, the new "Company Law" gives the company more and greater autonomy, and all of it is reflected in the company's articles of association. In this way, the company's articles of association will truly become a company's "constitution" in the future, and it will affect the company and shareholders. The importance is self-evident.