1、 What are the forms of capital contribution of the company's shareholders

Company Law of the People's Republic of China Paragraph 1 of Article 27 stipulates that "shareholders can make capital contributions in currency, or in kind, intellectual property, land use rights, etc., and can make capital contributions in currency and can legally transfer German African monetary properties; however, laws and administrative regulations cannot be used as assets for capital contributions." It can be seen from this that there are two ways of shareholders' capital contributions recognized in the Company Law of China, namely, monetary and non monetary properties, It can be divided into:

1. Currency

The currency mentioned here usually refers to the legal tender of China, namely RMB. The establishment of a company must require a certain amount of currency to cover the expenses of the establishment of the company and the production and operation expenses after the establishment of the company. Therefore, shareholders can make capital contributions in currency. If one of the shareholders is a foreign investor, it may also make capital contributions in foreign currencies.

Whether to invest in securities ? The Company Law does not stipulate securities as a type of contribution, because most of the securities belong to creditor's rights securities, and they have certain uncertainty. The assets that can be used as a form of capital contribution can be directly used by the company. The shareholders can only make capital contribution with such amount after realizing the securities.

2. In kind

Physical objects refer to tangible objects. In law, property is divided into tangible property and intangible property. Physical objects are part of tangible property.

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

As the type of contribution made by shareholders of a limited liability company, the material object is mainly movable property, while the immovable property is of secondary status. In general, shareholders' contribution in kind should meet the following two conditions: first, the kind was originally owned by shareholders. Second, the contribution in kind is necessary for the production and operation of the company. Otherwise, the contribution will be meaningless and will only increase the trouble for the company to sell the material object.

3. Intellectual property

Intellectual property rights include copyright and industrial property rights. Intellectual property rights refer to the exclusive rights enjoyed by civil subjects in accordance with the law on intellectual labor achievements.

The expanding open system of intellectual property mainly includes copyright and neighboring right, patent right, trademark right, trade secret right, new plant variety right, integrated circuit layout design right and trade name right.

4. Land use right

The company needs a certain place to carry out production and business activities, so the shareholders of the company can make capital contribution with the land use right.

Generally speaking, there are two ways for the company to obtain the land use right: one is that the shareholder makes capital contribution to the company after pricing the land use right, so that the company can obtain the land use right ; Second, the company applies to the city (county) level land management department where it is located. After examination and approval, the company obtains the land use right by signing a contract, and the company pays the site use fee according to law. The former is the way of capital contribution by shareholders, while the latter is the operation behavior after the establishment of the company. Shareholders who make capital contributions with land use rights must comply with the provisions of relevant national laws and administrative regulations, and must go through relevant legal procedures.

2、 Liability for breach of shareholders' contribution

Articles 28 and 95 of the Company Law of China stipulate that shareholders who make illegal capital contributions must bear corresponding legal liabilities. The shareholder's liability for breach of contract refers to the civil liability that the shareholder should bear to the company and other investors for failing to perform or improperly performing its obligation of contribution. If the shareholders fail to perform or properly perform their own contribution obligations, they shall be liable for breach of contract to other shareholders.

Shareholders' capital contribution can be said to be one of the basic obligations of shareholders. Generally, the amount of capital contribution corresponds to the amount of equity of the company, which is often determined according to the proportion of capital contribution. After that, the profit of the company needs dividends, which is also divided according to the contribution of each shareholder. At this point, shareholders who contribute more will naturally be able to share more money. from In the new Company Law implemented on March 1, 2014, the proportion of shareholders' initial capital contribution has been cancelled, and the minimum registered capital requirements for limited liability companies, one-man limited liability companies and joint stock limited liability companies have also been cancelled.

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