Study On Legal Regulation Of The Capital Contribution From Non-Patented Technology

Although China’s corporation law has eased restrictions in shareholders’ investment form before 2014, proportion of non-monetary capital contribution still be restricted, and investment ways like labor service is excluded by regulations in related to registration management, even with verification system to ensure company’s capital credit and protect interests of the creditors. Instead all these measures caused concern for company’s application of non-patented technology. There is no accurate definition of non-patented technology in China’s legal system, for quite a long period its connotation and denotation was in a controversial state, the lack of legal certainty made registration authority usually adopt a negative attitude to contribution of non-patented technology, merely increase the cost for company establishment. Although in 2014 the newly revised company law cancelled capital verification procedures, non-monetary capital contribution could cover full amount which further facilitated company’s financing costs, under the framework of new law, there still concerns about company’s non-patented technology investment. On one hand, non-patented technology right has characteristics of fuzzy boundaries, which makes it hard for the law to determine the standard of ownership transfer, for creditors outside the company, whether the contribution is real may affect their interests as shareholders; On the other hand, non-patented technology rarely has corresponding market reference, only when combing with technical innovation environment, equipment condition, management level and market demand etc. can it come into effect, subsequently the value assessment might has certain subjective color, which buries a bomb for the interests dispute between shareholders. All the problems above will be discussed in this paper.In this paper first chapter attempted to determine the range of non-patented technology in our country’s legal system, discussed the value and significance of non-patented technology investment to do some elaboration for following discussion; The second chapter analyzed legal risks or business risks eventually embodied in legal disputes that non-patented technology investment might bring to stakeholders; The third chapter first introduced relevant laws and regulations in related to China’s non-patented technology investment, combing with foreign legislation to analyze whether there is a shortage in current legal system about non-patented technology investment of our country; According to the problems of relevant legal system, in the fourth chapter some perfect suggestions are put forward.