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Home Page > Company News > Can Shareholders Use Land Use Rights for Investment ?

Can shareholders use the land use right as a capital contribution?

Release date: 2019-02-22 Content from: http://jlangstudio.com/

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The new "Company Law" of Nantong Registered Companies divides capital contributions into two types: capital contributions and non-monetary (in-kind) contributions.

(1) Currency investment

In order to make the company's capital have enough cash to meet the needs of the company's operations, the company laws of many countries, especially those in civil law countries, have mostly stipulated the lower limit of cash contributions. Article 2329 of the Italian Civil Code stipulates that the establishment of a company must deposit at least 3/10 of the capital contribution into a credit bank in cash, and stipulates that the cash contribution shall be 33% of the company's total capital; Article 33 of the German AG Law Article a (1) stipulates that the amount required for cash contribution shall not be lower than 25% of the minimum issue price or premium of the stock; the Austrian cash contribution ratio limit is the same; Belgium, Switzerland, and Luxembourg all require that the lower limit of cash contribution be for the company 20% of total capital.

Article 27, paragraph 3 of the "Company Law" of China stipulates: "The total amount of money contributed by shareholders in the currency shall not be less than 30% of the registered capital of a limited liability company." , The full amount of currency contributions shall be deposited into an account opened by the limited liability company in a bank. "

Article 7 of the "Interim Provisions on the Administration of the Registration of Registered Capital of Companies" stipulates that: "If the registered capital is invested in currency, shareholders shall deposit the full amount of their subscribed contributions into the" special account "of the bank where the newly established company is located. Before the establishment of the company, No unit or individual may use the funds in the "special account".

The opening and cancellation of the "special account" of Nantong registered companies and the transfer of funds in this account shall be handled in accordance with the relevant regulations of the People's Bank of China. "

(2) Non-monetary (in-kind) contribution

Regarding the proportion of non-monetary (in-kind) capital contributions, China's new "Company Law" does not explicitly stipulate, but from Article 27, paragraph 3 of the "Company Law" states: 30% of the company's registered capital. "The proportion of non-monetary (in-kind) contributions that can be introduced may not exceed 70%.


That is, things in civil law include tangible property such as movable and real property. Shareholders must have complete ownership or disposition of the property when they contribute in kind, in order to set up the real property in a security right or a leased property from another person, it must not be used to contribute capital. Paragraph 3 of Article 8 of China's "Regulations on the Administration of the Registration of Registered Capital of Companies" states: "Shareholders or promoters shall not make capital contributions based on labor services, credit, names of natural persons, goodwill, franchise rights or property with guarantees."

In many countries, company laws allow shareholders to pay their contributions in installments. However, for in-kind contributions, the company laws of each country require a one-time payment. For example, Article 75 of the French "Commercial Company Law" stipulates: "Physical shares shall be paid in full from the date of issue."

Regarding in-kind capital contributions, Article 28 of China's "Company Law" stipulates that: "For capital invested in non-monetary property, the transfer of property rights shall be completed in accordance with the law." Article 8 of the "Interim Provisions on the Administration of Registration of Registered Capital of Companies" stipulates: Where capital is invested in kind, the company's articles of association shall provide for the method and duration of the transfer in kind. Where transfer formalities are required in kind, the company shall complete the transfer formalities within six months after its establishment and report to the company registration authority for the record. "

It can be seen that China's requirements for in-kind contributions are paid in full at one time and the transfer procedures for in-kind contributions are processed.

2. Intellectual property

The intellectual property content of Nantong registered company in accordance with the TRIPS Agreement includes: "1 Copyright and related rights 2 Trademarks 3 Geographical indications 4 Industrial designs 5 Patents 6 Integrated circuit design (layout) 7 Protection of undisclosed information8 Control of anti-competitive conduct in contractual licenses. "

It can be seen that the content of intellectual property rights is extremely extensive, and with the continuous development of science and technology, the coverage of intellectual property rights will surely expand.

The intellectual property rights contributed by shareholders shall be evaluated and valued according to law.

When investing in intellectual property rights, ownership should be clearly defined to prevent ownership disputes from affecting the stability of the company after the capital contribution. When investors invest in intellectual property, they should provide relevant certification materials such as intellectual property certificates, and clarify that the intellectual property is still within the legal protection period. The intellectual property rights contributed by shareholders shall be evaluated and valued according to law. And those that are outsourced and self-made should be evaluated separately. The investment in intellectual property rights must not exceed the relevant statutory ratio and comply with relevant legal requirements.

3. Land use rights

The editor reminds you that China's new "Company Law" stipulates that shareholders can use land use rights as a capital contribution. In the current legal environment, the following four points should be paid attention to when investing in land use rights: ① It is the investment of land use rights, not the ownership; ② The land use rights used for investment can only be state-owned use rights, not Collective land use right; ③ The land use right used for capital contribution can only be the land use right for transfer, not the allocated land use right; ④ The land use right used for capital contribution should be an unburdened land use right.

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