Partnering with someone to do business, I am a technology shareholder, how to draw up a contract

It's better not to draft the contract yourself, find a law firm, spend a little money, and put safety first.

Suppose the three of you contribute 200,000 yuan for A, B, and C (A contributes 200,000, B contributes, and C contributes both effort).

First of all, it must be made clear that among the three of you, B and C have both employees and shareholders, that is, B and C should receive reasonable wages with reference to the market while enjoying shareholder dividends and share treatment.

Then, under this premise, first clarify the wage levels of B and C;

Then according to the intensity of capital contribution, the technical content of the output and other factors to determine the proportion of shares, as for the specific arrangement of this ** proportion, the three of you can reach an agreement, outsiders do not know the situation, it is difficult to give advice.

However, there is one thing that needs to be clarified, the proportion of shares determined at the time of the establishment of the company can be changed in the future, for example:

1. You can first tentatively determine that the company's total share capital is 50W shares, each share is worth 1 yuan, then A occupies 200,000 shares, assuming that B has technology to account for 100,000 shares, and C has 150,000 shares to account for 200,000 shares;

2. At the end of one year, according to the contribution to the company, the three people can meet to decide to increase the capital and expand the company's shares, because B contributes large shares and is small, you can issue 100,000 additional shares to B, and the 100,000 shares can be given away or purchased by 100,000 yuan.

3. You can even give shares to other employees hired by the company to increase their loyalty to the company, for example, if an employee D is a wage earner and is willing to work, he can give away 10,000 shares as his shares.

4. In the end, assuming that 1 year later, in accordance with the method of Article 1 (B injects 100,000 shares into the company to obtain 100,000 shares and gives 10,000 shares to D), the total share capital of the company will change, and the total share capital will increase to 610,000 shares, of which A holds 200,000 shares, B holds 200,000 shares, C holds 200,000 shares, and D holds 10,000 shares;

5. All resolutions involving equity changes can only be implemented after all shareholders vote and approve them, and the larger the equity, the more votes. For example, A holds 200,000 votes. It may also stipulate that the total amount of shares agreed to exceed 1% before it can be implemented.

6. If someone wants to quit halfway, there are two ways to do it.

The company contributes to the repurchase of the equity it holds, and then directly cancels this part of the equity;

Subject to the approval of the meeting, other shareholders are allowed to privately transfer their shares.

It means that the company's book funds are directly purchased by the company in accordance with the ** approved by the shareholders' meeting, and this part of the equity will be extinguished after the company repurchases.

For example, A wants to withdraw after a year, and the company holds a meeting and decides to pay 24W yuan to buy back A's 20W shares according to the ** of Yuan shares, and then cancel it directly, then the company's total share capital will be reduced to 300,000 shares, of which B holds 100,000 shares and C holds 200,000 shares.

In the end, it must be remembered that shareholders who work for the company must receive a salary according to the market, and the salary should not be too high or too low, this is the rule. It is necessary to achieve the separation of wages and equity.

I don't know what studio you're going to open, so it's not good to give you specific advice. But let's talk about the most popular, that is, the general part.

First, the distribution of benefits and the distribution of fixed assets, that is to say, you cannot only count your dry shares, but must make it clear in the contract that your shares are also in the original fixed assets.

Second, the division of responsibilities. Since it is a technology shareholding, the contract will make it clear that the problems within the technical scope are yours, and you will have absolute authority and voice in this regard, avoiding disputes in daily operations.

There are some other questions, but because I don't know your specific business, scale, etc., it's really hard to say. However, it is strongly recommended that if the studio is large and the shareholder composition is complex, it is best to ask a professional law firm to get up early and formalize the contract. My brother is still settling accounts... Hehe.

Thank you The two of you have to transfer the agreement before the first **, but you have to ask the transfer of each share** clearly, when you give money he gives shares, if there is an equity certificate is the best, if not, let ** issue a written receipt of the capital vouchers, and then to their financial filing, even if it is completed, there is a ** transfer agreement below, you refer to it.

Equity Transfer Agreement (Sample).

Transferor (Party A), ID number:

The transferee (Party B) shall accompany the backup certificate number:

1.The transferor (Party A) transfers the % equity of **** chaqin to the transferee (Party B), and the transferee agrees to accept it.

2.Party A shall handle or provide the resolution of the original shareholders of the company agreeing to the equity transfer and other documents required for the equity transfer before the signing of this agreement.

3.Equity transfer** and payment method, payment term:

4.After this agreement comes into effect and Party B pays the consideration for the equity transfer in accordance with this agreement, it can obtain the status of a shareholder.

5.After Party B pays the consideration for equity transfer in accordance with this Agreement, Party B shall immediately go through the relevant change registration procedures such as the company's shareholders, equity, and articles of association amendment in accordance with the law, and Party A shall give active assistance or cooperation, and Party B shall bear the expenses required for the change of registration.

6.After the transferee receives the above-mentioned equity, the new shareholders will revise and improve the articles of association, agreements and other relevant documents signed at the time of the establishment of the original company, and go through the change registration procedures.

7.The creditor's rights and debts of the company before and after the equity transfer shall be borne by the company in accordance with the law, and if the shareholders are held liable for compensation or joint and several liability in accordance with the law, the new shareholders shall bear the corresponding liabilities. The personal claims and debts of the transferor shall still be enjoyed or borne by the transferor.

8.After the equity transfer, the transferee shall enjoy the shareholders' rights and assume the shareholders' obligations according to its equity proportion in the company; The transferor's shareholder status and shareholder rights and interests are lost.

9.Liability for breach of contract:

10.Change or Termination of this Agreement:

11.Dispute Resolution Agreement:

12.The original of this agreement shall be in quadruplicate, one copy shall be held by each contractor, one copy shall be filed by the company, and one copy shall be submitted to the financial record for registration.

13.This Agreement shall come into force on the date of signature by both parties.

Transferor: YYYYYYYYYYYYYYYYYYYYYY

Transferee: YYYYYYYYYYYYYYYYYYYYYYYYY

Summary. Hello, partners can invest in technology and business, of course.

Hello, partners can invest in technology and business, of course.

Article 27 of the Company Law of the People's Republic of China provides that shareholders may make capital contributions in monetary burial, or use non-monetary assets such as physical objects, intellectual property rights, land use rights, etc., which 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-monetary assets that are a source of capital shall be appraised and verified, and must 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. Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by each of them as stipulated in the articles of association of the company. If the shareholders of Xiangzhi make monetary contributions, they shall deposit the full amount of monetary contributions into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.

If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.

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