Provisions of company law on technology shareholding

1. The proportion of technology shares in the company law is mainly stipulated in the articles of association after shareholders negotiate. The original company law stipulated that the capital contribution should not be less than 30%, which means that the non-monetary capital contribution can reach below 70%. Article 26 of the new Company Law promulgated at the end of 20 13 stipulates that the registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered in the company registration authority. Where laws, administrative regulations and decisions of the State Council have other provisions on the paid-in registered capital and the minimum registered capital of a limited liability company, those provisions shall prevail. "Cancel the proportional control. Therefore, when the 20 14.3. 1 new company law is formally implemented, there will be no restrictions on the proportion of non-monetary investment. In this way, theoretically, non-monetary contributions (including technology) can account for 100% of the registered capital. A technology investor must be the person who has the right to dispose of the technology. Even the inventor of technology does not necessarily have the right to dispose of technology. According to the laws of our country, the right of employees to perform work tasks or technologies developed mainly by using the material and technical conditions of their own units belongs to their units. In some technology investment projects, investors blindly sign contracts without knowing whether the other party has the right to dispose of the technology. In this way, not only can the investment be recovered, but they must even share the tort liability with the technical side. Therefore, when negotiating with technical personnel for technology shares, we must pay attention to reviewing whether the technical ownership of the other party is clear. If there are still unresolved ownership disputes, investors should carefully consider their investment plans to avoid "making wedding dresses for others". If it is funded by patented technology, the technical party can be required to issue patent documents such as patent certificates when necessary, so it is easy to find out whether it is the real patentee. But if it is funded by non-patented technology, it will take a lot of effort to find out whether it belongs to the right of the technology. Of course, it is undoubtedly necessary to spend more time and money to verify the ownership of trading technology before signing the contract, compared with the losses that may be caused by investment mistakes. Second, specify the investment obligations of the technical side in detail. As an investor, his investment obligation is very simple, that is, just hand over the funds to the company or remit them to the company account. In the case of technology investment, what the investor should do in order to fulfill the investment obligation should be agreed by the parties in the contract according to different situations, and the law has not made uniform provisions. Generally speaking, the technical party has three obligations: 1. Go through the formalities of right transfer. In this case, patent shares are in the majority. Because patent documents can be consulted publicly, if the patent documents disclose the invention content in detail enough, it may only be necessary for the technical party to assist in the right transfer procedures, and no more things need to be done. According to the Patent Law of China, the transfer of patent right can only take effect after it is registered and announced by the China Patent Office. In practice, the parties often ignore this point. Although the transfer contract was signed, the registration and announcement procedures were not completed. As a result, the patent right is still in the hands of the technical party. Any technology transfer includes two aspects: one is knowledge transfer, and the other is right transfer. A few years ago, many enterprises introduced technical talents, and technical talents brought technology and implemented it in enterprises. Enterprises usually think that they have acquired technology. But this only realizes knowledge transfer, and enterprises have not obtained the right to use technology in law. If future talents leave the enterprise, it is likely that there will be disputes about whether to allow the enterprise to continue to use technology. There are many such examples in practice. 2. Provide relevant technical information. According to the specific situation of the technology, if the content and implementation skills of the technology can be understood by reading the technical data, so as to produce qualified products, then both parties can only agree in the contract that the technical party will provide the information related to the technology, and the technical party will not undertake the obligation of technical guidance for the technology provided. If this is the case, it should be clearly stipulated in the contract what technical information to provide and how to provide it. 3. Provide technical guidance and impart technical know-how. Many technologies (especially non-patented technologies) can not be fully reflected in the drawings, and often contain some intangible skills, skills or know-how that exist in the inventor's brain. Even with patented technology, the inventor may keep secret the best scheme for implementing the invention. Those who invest in these technologies need technical guidance and impart relevant technical know-how. Some of them need to be tested by samples or technicians. China's "Company Law" clearly stipulates that such people need to obtain relevant legal documents to protect their rights and interests when applying for technology shares. We should also give guidance to relevant technologies, let relevant companies operate and operate, and apply this technology to actual production.