What are the forms of capital contribution of shareholders?

What are the ways for shareholders to contribute capital?

According to the Company Law, the shareholders of a limited liability company can make capital contributions in cash, or in kind, industrial property rights, non-patented technology and land use rights. Each mode of capital contribution shall comply with the following provisions: (1) Monetary mode of capital contribution. The way of monetary contribution refers to the way that shareholders directly invest in the company with funds. Before the company is registered, the shareholders shall pay the subscribed capital contribution in full in currency, deposit it in the temporary account opened by the limited liability company in a bank or other financial institution, and show their credit certificates to the company to confirm their capital contribution qualification and ability. (2) Investment in kind. Physical investment must be evaluated and appraised, and the state-owned assets management department should calculate and confirm the evaluation and appraisal results. Where a shareholder makes a contribution in kind at a fixed price, it shall go through the transfer formalities of the contribution in kind at the time of company registration and be verified by the corresponding capital verification institution. (3) Industrial property investment mode. Industrial property investment can be roughly divided into two categories: one is patent right and trademark right; One is know-how. Shareholders use industrial property rights (including non-patented technology) as their capital contribution to the company. Shareholders must be the legal owners of industrial property rights (including non-patented technology) and confirmed by legal procedures. Shareholders who contribute their capital at a fixed price with industrial property rights (including non-patented technology) must make an evaluation and go through the transfer formalities before going through the company registration. At the same time, the "Company Law" stipulates that the investment amount of industrial property rights shall not exceed 20% of the registered capital of a limited liability company; (four) the way of land use right investment.

What are the ways of capital contribution of shareholders?

Paragraph 1 of Article 27 of the Company Law of People's Republic of China (PRC) stipulates: "Shareholders may make capital contributions in cash or in kind, intellectual property rights, land use rights, etc. , you can use monetary valuation, you can transfer German non-monetary property at a fixed price according to law; However, laws and administrative regulations stipulate that it shall not be used as capital contribution except property. " Thus, China's "Company Law" confirms that there are two ways of shareholders' capital contribution: monetary capital contribution and non-monetary capital contribution, which can be divided into:

1, currency

The currency mentioned here usually refers to the legal tender of our country, that is, RMB. The establishment of a company will inevitably require a certain amount of funds to pay for the establishment expenses and the production and operation expenses after the establishment of the company. The new company law cancels the amount requirement of monetary contribution! Therefore, shareholders can contribute in cash. If one of the shareholders is a foreign investor, it can also contribute in foreign currency.

Can I invest in securities? The Company Law does not stipulate securities as a type of capital contribution, because most securities are debt securities, which have certain uncertainties. Property that can be used as a mode of capital contribution can be directly used by the company, and shareholders can only make capital contribution in this proportion after realizing the securities.

2. Physical objects

Physical object refers to tangible goods, and property is legally divided into tangible property and intangible property, and physical object is a part of tangible property.

Tangible property can be divided into movable property and immovable property. The so-called real estate refers to the property that cannot move freely or will destroy its material form or economic value once it moves. Movable property refers to property other than immovable property that can be moved without destroying its original economic value and material form.

As a kind of contribution made by shareholders of a limited liability company, the real object is mainly movable property, and the real estate is in a secondary position. Generally speaking, shareholders' contribution in kind should meet the following two conditions: First, the material object belongs to the shareholders. Second, physical investment is necessary for the company's production and operation, otherwise this kind of investment is meaningless, just adding trouble to the company's sales targets.

3. Intellectual property rights

Intellectual property rights include copyright and industrial property rights. Intellectual property refers to the exclusive rights that civil subjects enjoy according to law on the fruits of intellectual labor.

The expanding intellectual property rights opening system mainly includes copyright and neighboring rights, patent rights, trademark rights, trade secret rights, new plant varieties rights, integrated circuit layout design rights and trade names.

4. Land use right

The company needs a certain place to carry out production and business activities, therefore, the shareholders of the company can make capital contribution at the price of land use rights.

Generally speaking, there are two ways for companies to obtain land use rights:

One is that shareholders invest in the company after pricing the land use right, so that the company can obtain the land use right;

Second, the company applied to the local city (county) level land management department, and obtained the land use right through concluding a contract after examination and approval, and the company paid the site use fee according to law.

The former is the way of shareholders' capital contribution, and the latter is the business behavior of the company after its establishment. Shareholders' contribution in the form of land use rights must comply with the provisions of relevant state laws and administrative regulations and go through relevant legal procedures.

Matters needing attention of shareholders' capital contribution

1. Matters needing attention in monetary investment

2, in kind, (industrial property rights, non-patented technology, land use rights hereinafter referred to as intangible assets) precautions.

3. If the investor is a legal person, its total foreign investment shall not exceed 50% of its net assets.

4. When there are two investors, the minimum shareholding ratio is 1%. List of materials to be provided by entrusting an accounting firm for capital increase and capital verification, and materials required for capital increase and capital verification report in currency.

The mode of capital contribution refers to the form of investment in a company or enterprise. According to Article 24 of the Company Law, there are several ways for shareholders of a limited liability company to contribute capital: first, money. The establishment of a company requires a certain amount of working capital to pay the expenses and start the company's operation. Therefore, shareholders can contribute in cash. Second, in kind. Physical investment is generally based on machinery and equipment, raw materials, spare parts, goods, buildings and workshops. Third, industrial property rights and non-patented technology. Industrial property rights and non-patented technology, as intangible assets, can be used as capital contribution after evaluation and pricing. Fourth, land use rights. There are two ways for companies to obtain land use rights. One way is that shareholders invest in the company after pricing the land use right, so that the company can obtain the land use right; The other is that the company applies to the local county-level land management department, and after examination and approval, it obtains the land use right through the subscription contract ... >>

What are the capital contribution rules of shareholders?

The mode of contribution by shareholders shall comply with Article 27 of the Company Law and Article 14 of the Regulations on the Administration of Company Registration. Capital contribution can be made in currency, or in kind, intellectual property rights, land use rights and other non-monetary property that can be valued in currency and transferred according to law. However, shareholders may not contribute capital in the form of labor service, credit, natural person's name, goodwill, franchise or secured property.

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.

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

What are the ways of enterprise investment?

According to the provisions of Article 27 of the new Company Law, there are several ways for an enterprise to contribute capital:

First, money. It takes a certain amount of liquidity to set up a company. Pay for the establishment and operation of the company. Therefore, shareholders can contribute in cash.

Second, in kind. Physical investment is generally based on machinery and equipment, raw materials, spare parts, goods, buildings and workshops.

Third, intellectual property rights. The so-called intellectual property rights refer to people's civil rights to the fruits of their intellectual labor. Traditional intellectual property rights include trademark right, patent right and copyright.

Fourth, land use rights. There are two ways for companies to obtain land use rights. One way is that shareholders invest in the company after pricing the land use right, so that the company can obtain the land use right; The other is that the company applies to the local county-level land management department and obtains the land use right by subscription contract after approval, and the company pays the site use fee according to the regulations. The former is the way of capital contribution by shareholders, but the relevant procedures must be fulfilled according to law.

Fifth, labor and credit contribution. Some civil law countries allow shareholders to contribute by labor and credit, but only limited to unlimited companies, joint-stock companies and joint-stock companies, while limited liability companies and joint-stock companies are not allowed to contribute by labor and credit.

What are the ways of capital contribution of shareholders?

(1) In the form of monetary investment.

(2) Investing in non-monetary form.

1. Debt contribution 2. Equity contribution.

3. Funded by real estate

4. Contribution of intangible assets

5. Contribute in kind assets.

6. It is funded by the insurance fund.

What is the shareholder's contribution? What are the ways of capital contribution of shareholders?

Money is one kind, while movable property such as land, factory buildings and equipment and real estate are another. And intangible assets, such as patents and trademarks.

What are the ways of capital contribution of shareholders of limited liability companies?

Shareholders of a limited liability company may contribute capital in cash, in kind, intellectual property rights, land use rights, etc.

The legal basis is the Company Law of People's Republic of China (PRC).

Article 27 Shareholders may make capital contributions in cash or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and can be transferred 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.

What are the forms of capital contribution of the company's shareholders?

Goods, physical objects, intellectual property rights and land use rights cannot be funded by labor services.

What are the types of capital contributions made by shareholders?

Goods, physical objects, intellectual property rights and land use rights cannot be funded by labor services.

What are the specific ways of equity investment?

Equity contribution refers to the act of investors investing in other companies with their own equity in the company according to law. The behavior of equity investment specifically includes the behavior of establishing a new invested company with others or subscribing for the capital increase of the invested company. Article 26 of the Company Law stipulates that shareholders of a limited liability company other than a one-person limited liability company are allowed to make a one-time contribution or make a contribution by installments, and the following two conditions must be met: 1. The initial capital contribution of all shareholders shall not be less than 20% of the registered capital, and shall not be less than the statutory minimum registered capital of 30,000 yuan; Two, it is necessary to pay the investment in two years, and the investment company can pay the investment in five years. This article stipulates the shareholder's capital contribution behavior, that is, the shareholder's capital contribution behavior includes subscription system and paid-in system. Subscription means that when a shareholder initiates the establishment or subscribes for the company's capital increase, he can subscribe for the registered capital in writing first, and then pay the subscribed capital contribution at the time agreed in the capital contribution agreement. The so-called paid-in system refers to the full payment of the subscribed registered capital in accordance with the investment agreement when the shareholders initiate the establishment or subscribe for the company's capital increase. In our view, equity investment needs to analyze what kind of investment behavior to adopt. 1. If an investor establishes an invested company with others by equity contribution, it can only adopt the mode of subscribed capital contribution. When the invested company goes through the establishment registration, the investor takes the equity held by it in the equity company as the capital contribution. Because the invested company has not been established, it cannot be registered as a shareholder of the equity company through shareholder change. The investor's equity contribution can only be included in the registered capital of the invested company as the subscribed capital contribution, and the capital contribution will be paid in one lump sum after the establishment of the company. At the same time, other laws or administrative regulations have made general provisions on the duration of shareholders' investment, which is different from the Company Law. Forcing shareholders in certain industries to pay in full in one lump sum, rather than in installments. Shareholders in certain industries, such as banks, insurance companies and securities companies, are not allowed to subscribe for capital contributions. , but only the mode of paid-in capital contribution. Therefore, for companies in these industries, when setting up new companies, it is not allowed to invest in equity. 2. If an investor subscribes for the company's capital increase by equity, it can only adopt the method of paid-in capital contribution. Although the Company Law allows shareholders to subscribe for capital increase, in view of the instability of the change of equity value, if shareholders are allowed to subscribe for capital increase and the capital contribution is in place within two years, the equity value contributed by shareholders will be more risky to the invested company. Therefore, due to prudent consideration, shareholders who subscribe for capital increase by equity are only allowed to pay in their capital contribution.