Patent shares generally accounted for how much

One, the patent shareholding how much

The Company Law provides that "the monetary contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company", that is, the intellectual property rights of the proportion of the contribution can reach a maximum of 70%, and can become the absolute controlling shareholder.

Second, the patent capital matters

First, in practice, the form of patented technology, including the patent rights into the shares, the patent implementation rights into the shares, as well as the patent application right is also regarded as patented technology into the shares. According to the new "company law" article 27 of the provisions of the "shareholders can be funded with money, can also be used in kind, intellectual property rights, land use rights, etc. can be valued in money and can be transferred in accordance with the law of the non-monetary property for the value of the capital; however, the laws and administrative regulations shall not be used as a capital contribution of property, except." I think the three forms of capital contribution are feasible, but in practice for the latter two ways into the shares, in some issues on the handling of legal obstacles still exist, such as the transfer of capital issues. Therefore, the first should be clear to the form of patent technology, of course, in order to reduce unnecessary disputes in the future, we should be the first to promote the patent rights into the shares.

Second, pay attention to the patent rights in shares need to complete the following capitalization procedures can be recognized as a flawless capital contribution, first of all, the value of the patent must be assessed, and then the patentee based on the establishment of the company's contract and articles of association to the Patent Office for the transfer of patent rights in the company's investment in the registration and announcement of the formalities, industrial and commercial registration authority with the transfer of patents to determine the transfer of patented technology to complete the procedures for the completion of shareholders' investment in shareholders. The fulfillment of the obligations of the shareholders.

Third, note that the patent equity must be the legal rights of the patent. And in our country law on the subject of equity investment is stipulated, whether it is a state-owned enterprises, legal persons within the function of the organization or individuals to patent shares are subject to certain restrictions.

Fourth, in the use of patented technology into equity, but also must pay attention to the handover of technical information and the transfer of rights; patents into the party's technical training and guidance; follow-up to improve the results of the ownership and the parties in breach of contract.

Fifth, for the patent shares need to pay special attention to the reliability of the patent technology. Undeniably due to the approval of the patent examiner by the patent office literature storage limitations and there may be negligence and other reasons, the technology does not have the patent conditions of the possibility of granting a patent exists, in addition to the utility model patents and design patents is not a substantive review, so the law provides that any unit or individual can file an application to declare the patent invalid. Once declared invalid, it does not have the property right attribute, it can not be used as the technology of equity. Therefore, it is very necessary to carry out the necessary examination and search of the patent and agree on the treatment after invalidation in the contract.

Sixth, there is a special need to emphasize the issue of corporate governance involved in the shares, China's original "Company Law" provides that the amount of intangible assets can not be more than 20% of the registered capital, but is recognized as a high-tech enterprises, the proportion of intangible assets can be increased to 35%. Therefore, in the past, it was impossible for those who contributed with intangible assets to become the major shareholders of the company, or at least not to become the absolute controlling shareholders, and therefore could only be in a subordinate position in the corporate governance. (However, the new Company Law stipulates that "the monetary contribution of all shareholders shall not be less than 30% of the registered capital of the limited liability company", but the Company Law has canceled the relevant provisions, and there is no limit to the percentage of capital contribution.) That is to say, the proportion of intellectual property rights can reach a maximum of 70%, can become the absolute controlling shareholder.

Three, the legal provisions of the shareholders' capital contribution

"Company Law"

Article 27 shareholders can contribute in money, but also in kind, intellectual property rights, land use rights, etc. can be valued in money and can be legally transferred to the non-monetary property of the value of the capital contribution; however, the laws and administrative regulations shall not be used as a capital contribution of property, except.

The non-monetary property as a capital contribution shall be evaluated and verified, and shall not be overestimated or underestimated. Where laws and administrative regulations provide for the assessment of value, they shall apply.

Article 28 of the shareholders shall pay the full amount of their respective contributions to the articles of association. Shareholders in monetary contributions, shall be deposited in full into the account opened by the limited liability company in the bank; non-monetary property contributions, shall be dealt with in accordance with the transfer of its property rights.

Shareholders do not pay contributions in accordance with the provisions of the preceding paragraph, in addition to the company shall be paid in full, but also to the shareholders who have been paid in full on time shall bear the liability for breach of contract.

According to the provisions of the law can be learned, the patent contribution to the capital contribution ratio is not limited. That is to say, the proportion of intellectual property rights can reach a maximum of 70%, can become the absolute controlling shareholder.

Patent shareholding ratio: a patent shareholding ratio is how much in accordance with the new "Company Law" provides that the proportion of intangible assets can be contributed up to 70%. Article 27 of the Company Law, the form of capital contribution shareholders can contribute in money, but also in kind, intellectual property rights, land use rights and other non-monetary property can be valued in money and can be transferred according to law; however, laws and administrative regulations shall not be used as a capital contribution of property, except. The non-monetary property used as capital contribution shall be evaluated and verified, and shall not be over- or undervalued. Where laws and administrative regulations provide for the evaluation of value, they shall apply. All shareholders of the monetary contribution shall not be less than thirty percent of the registered capital of the limited liability company. Second, the patent right how to make a contribution to the shares (a), the legal basis according to the latest "company law" (October 26, 2018 implementation) Article 27: "shareholders can use money to contribute, but also can be used in kind, intellectual property rights, land use rights and other non-monetary property can be valued in money and can be transferred in accordance with the law as a contribution; however, the laws and administrative regulations shall not be used as a contribution of property. However, laws and administrative regulations shall not be used as capital contribution except for the property. The non-monetary property used as capital contribution shall be evaluated and verified, and shall not be over- or under-valued. Where laws and administrative regulations provide for valuation, the provisions shall apply." That is to say, through intellectual property and other patented technologies into the shares of no proportionality restrictions, can have an absolute controlling interest, theoretically even up to 100%. Article 10 of the Patent Law of the People's Republic of China provides: "The right to apply for a patent and the patent right may be transferred. Chinese units or individuals to foreigners, foreign enterprises or other foreign organizations to transfer the right to apply for a patent or patent right, shall be in accordance with the provisions of relevant laws and administrative regulations for formalities. Where a patent application right or a patent right is transferred, the parties concerned shall enter into a written contract and register it with the patent administrative department under the State Council, and the patent administrative department under the State Council shall make a public announcement. The transfer of the patent application right or patent right shall take effect from the date of registration." (B), the operation process: according to the above provisions, China's current laws and regulations allow shareholders to intellectual property rights, but as a capital contribution of intellectual property rights should meet the following basic conditions: (1) can be valued in monetary terms; (2) can be transferred in accordance with the law. Where shareholders make capital contributions with intellectual property rights, the following procedures shall be carried out: (1) assessing the value and verifying the property; and (2) carrying out the procedures for the transfer of property rights in accordance with the law. Contributions in patent rights, should be applied to the State Intellectual Property Office will be recorded in the patentee changes in the registration of shareholders funded enterprises, and by the State Intellectual Property Office announcement can be considered in place of patent contributions.