What are the procedures that should be fulfilled for intellectual property as a capital contribution

According to the characteristics of intellectual property rights, only after performing legal procedures such as capital verification and industrial and commercial registration in accordance with the law, can the rights holders of intellectual property rights be effectively protected and the investment income of intellectual property rights can be fully utilized. When shareholders use their own proprietary technology as capital contribution, they should invest in shares with all the property rights of the intellectual property rights, and complete the legal procedures for property rights transfer, evaluation, capital verification, and industrial and commercial change registration, so as to effectively avoid legal risks in the future. It should be noted that at the time of company registration, if the non-patented technology cannot go through the property transfer procedures, the relevant supporting documents cannot be provided, and the capital contribution cannot be used as the company's capital contribution, and the capital verification procedures cannot be handled.

1. The right to use intellectual property rights meets the conditions for capital contribution.

The first is that the property transfer procedures are operable. For those who make capital contributions with non-monetary property, the Company Law stipulates that "the formalities for the transfer of property rights shall be handled in accordance with the law", and the Provisions on the Administration of Registration of Registered Capital of a Company also stipulate that "the documents proving that the formalities for the transfer of property rights have been completed shall be submitted." "Some people question how to go through the formalities for the transfer of property rights and submit relevant supporting documents with the contribution of patent use rights, in this regard, China's "Trademark Law" and "Patent Law" respectively stipulate:

If a registered trademark or patent right is "transferred or transferred for other reasons", it must be approved or registered and announced, and the assignee shall enjoy the trademark right from the date of announcement and the patent right from the date of registration; Where others are permitted to use it, the license contract shall be recorded.

It can be seen that there are no special transfer procedures except for the above-mentioned transfer procedures for the transfer of capital contributions for the use of property rights, so according to the relevant legal principles, there is no need to go through special procedures for the transfer of property rights when the relevant intellectual property rights are transferred at the agreed time or "delivery".

The second is the Supreme People's Court's interpretation and recognition of the contribution of the right to use technology. The Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Cases Involving Disputes over Technology Contracts stipulates that "if a party contributes capital to an enterprise with a technological achievement but does not clearly agree on the ownership, and the enterprise receiving the contribution claims that the technological achievement belongs to it, the people's court shall generally support it, except where the proportion of the value of the technological achievement to the amount of capital contribution accounted for by the technological achievement is obviously unreasonable and harms the interests of the investor". It can be seen that in judicial practice, the right to use technology is recognized.

Although the Supreme People's Court has not yet made a similar interpretation on the contribution of trademark rights, copyrights, etc., from the analysis of the above-mentioned contribution requirements, it can be inferred that a similar determination of the contribution of the right to use technology may be adopted in judicial practice.

2. The relevant provisions of the Company Law on the use of intellectual property rights to make capital contributions.

The relevant provisions of the Company Law on the use of intellectual property rights to make capital contributions: Article 27 of the Company Law provides that shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights, and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with the law; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations. The non-monetary property used as capital contribution shall be appraised and verified, and the property shall not be overvalued or undervalued.

Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.

According to the current "Company Law", intellectual property can be invested at a price, and the proportion can fully achieve 100% intellectual property contribution. Unless there are about 28 types of companies that hereby agree that monetary payment must be made, 100% of the other intellectual property can be paid.

Theoretically, there are two ways, one is transfer, and the other is the contribution of the right to use the intellectual property you proposed, but there are hidden dangers in the later legal risks and taxation of this operation, mainly because the company cannot have the right to dispose of the patent.

Briefly explain the process: 1. Confirmation of intellectual property rights, 2. Appraisal, 3. Capital verification, 4. Industrial and commercial changes, 5. Tax filing, the purpose of intellectual property asset valuation usually includes transfer, licensing, capital contribution, pledge, litigation, financial reporting, etc.

The valuation methods for determining the value of IP assets include: the market method, the income method and the cost method and their derivative methods.

In order to standardize the appraisal of intellectual property assets and protect the legitimate rights and interests of the parties involved in asset appraisal, the competent authorities of national ministries and commissions such as the China Assessment Association have formulated the Guidelines for Intellectual Property Valuation in accordance with the Practice Standards for Asset Valuation - Intangible Assets, and later put forward the Guidelines and Guidelines for Accelerating the Improvement of Intellectual Property Asset Valuation.

We have set up a special business department in the direction of intellectual property appraisal to do special research, which can realize the transfer, licensing, capital contribution, pledge, litigation, financial reporting, etc. of intellectual property, which I believe will be able to help you.

For the purposes of the Guide, the term "intellectual property assets" refers to intellectual property rights and interests owned or controlled by the intellectual property rights holder, which can continue to play a role and bring economic benefits. Intellectual property assets include patent rights, exclusive rights to use trademarks, copyrights, trade secrets, layout designs of integrated circuits and new plant varieties.

The term "intellectual property asset valuation" in the Guidelines refers to the professional service behavior of asset appraisal institutions and their asset appraisal professionals to comply with laws, administrative regulations and asset appraisal standards, assess and estimate the value of intellectual property assets under the specific purpose of the appraisal base date according to the entrustment, and issue asset appraisal reports.

The Guidelines shall clarify the appraisal object, the scope of the appraisal, the purpose of the appraisal, the benchmark date of the appraisal, the type of value and the user of the asset appraisal report.

The purposes of the Guide's IP asset valuation usually include transfer, licensing, capital contribution, pledge, litigation, financial reporting, etc.

The Guidelines shall fully consider factors such as the purpose of the appraisal, market conditions, and the conditions of the appraisal object, and appropriately select the type of value when performing the appraisal business.

The valuation methods for determining the value of intellectual property assets in the Guide include: the market approach, the income approach and the cost approach, as well as their derivative methods.

The "Guide" clarifies the necessary process, content, method, purpose, scope, use, etc. in practice, the above information has what you need to ask, in addition, attach a screenshot of the part of the "Guide" to share as follows, I believe it will be able to help you.

According to the relevant provisions of Article 27 of the Company Law of the People's Republic of China, shareholders of a limited liability company may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with the law. However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.

Non-loose monetary assets that are used as capital contributions shall be appraised and verified, and shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.

The monetary contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company.

Where shareholders make capital contributions with non-monetary property, they shall go through the formalities for the transfer of their property rights in accordance with law. If the formalities for the transfer of property rights are not completed in accordance with the law, in addition to paying the full amount to the company, the shareholder shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.

After the establishment of a limited liability company, if it is found that the actual value of the non-monetary property contributed by the establishment of the company is significantly lower than the amount set by the articles of association, the shareholder who delivered the capital contribution shall make up the difference; The other shareholders at the time of the establishment of the company are jointly and severally liable.

1. What are the ways to contribute to the company?

The form of capital contribution refers to the form of investing shares in a company or enterprise. According to Article 27 of the Company Law, there are several ways for shareholders of a limited liability company to make capital contributions:

Clause. 1. Currency. Setting up a company necessarily requires a certain amount of working capital to cover the expenses incurred when creating the company and to start the company's operations. As a result, shareholders can contribute capital in monetary terms.

Clause. Second, the physical object. In-kind contributions are generally made in the form of machinery and equipment, raw materials, spare parts, goods, buildings and plants.

Clause. 3. Industrial property rights and non-patented technologies. As intangible assets, industrial property rights and non-patented technologies can be used as capital contributions after evaluation.

Clause. 4. Land use rights. There are two ways for a company to obtain land use rights: one is for shareholders to make capital contributions to the company after using the land use rights as a price to enable the company to obtain land use rights; The other is that the company applies to the local county and municipal land management department, and after review and approval, obtains the land use right through the subscription contract, and the company pays the site use fee in accordance with the regulations.

The former is the form of capital contribution by shareholders, but the relevant procedures must be fulfilled in accordance with the law.

2. Legal risks of defects in intellectual property rights.

For technology funders, any legal risks to the legitimacy and integrity of intellectual property rights should be avoided. If there is a dispute over the ownership of the technical achievements and software works, it will fundamentally affect the establishment of the capital contribution.

Therefore, it may be considered to state in the investment agreement or contract that the investor guarantees that the high-tech investment is its exclusive ownership of the technological achievements before the investment, and that the property rights related to it are complete, sufficient and free of any defects, and stipulates the corresponding liability for contractual negligence.