Can non-patented technology be funded?
Non-patented technology can be funded. According to Article 27 of the 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-patented technology, also known as proprietary technology, refers to products or processes that have not been made public and are protected by industrial property law, as well as technical knowledge such as design, process flow, formula, quality control and management. All countries' company laws recognize that shareholders contribute capital with non-patented technology, and our company law also recognizes it in an abstract form.
As non-monetary property contributed by shareholders, non-patented technology must meet two conditions to meet the requirements of China's company law: evaluability. That is, the property used for capital contribution not only has property value, but also can be determined and evaluated in money; Transferability. The capital contribution shall not exceed 70% of the registered capital of a limited liability company. After completing the property right registration formalities according to law, the company enjoys the ownership of the technology.
For non-patented technology, in addition to the materials specified in the Regulations on the Administration of Company Registration and the State Administration for Industry and Commerce, other corresponding materials shall be submitted, mainly:
(1) The resolution that all shareholders (or the highest authority) of the invested company unanimously agree to contribute capital with non-patented technology (this resolution is mainly used to confirm the proposed amount of capital contribution and the mode of capital contribution with non-patented technology), and the company's articles of association need to specify the mode and amount of capital contribution with non-patented technology;
(2) The capital verification report generally needs to specify the mode and content of capital contribution, explain the assets appraisal result, appraisal institution and appraisal report number, confirm the appraisal result, and specify the appraisal price as the amount of capital contribution, so that the non-patented technology is transferred in place.
(3) The document that the non-patented technology owner unanimously agrees to contribute and the non-patented technology transfer agreement (if the company is not established, the non-patented technology owner shall sign an agreement with all shareholders; If a company has been established, an agreement shall be signed between the non-patented technology right holder and the company). In the investment agreement, it is generally necessary to reflect the following contents: ① The non-patented technology is really owned by the intended investor (or company) and is the only proprietary technology; (2) The technical amount has been confirmed by professional organizations (Chinese-foreign joint ventures can also negotiate the price or hire a third party to evaluate) and all of them have been invested in the company. ③ After the proprietary technology becomes the assets of the target company, all legal rights of the proprietary technology belong to the invested company.
(4) Notarization documents mainly notarize the ownership of non-patented technology owners and technology investment transfer agreements. Confirming ownership and investment in place through legal third-party notarization is of great help to reduce disputes and contradictions in non-patent investment.
Legal basis:
company law
Article 27 Mode of Contribution Shareholders may make contributions in cash, or in kind, intellectual property rights, land use rights and other non-monetary property that can be transferred at a fixed price 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.