Comparative Research On Intellectual Property Capitalization Between Cross-strait

Intellectual properties and tangible assets are different. Its personal nature, timeliness and value of intellectual property rights as technology and market changes in the objective environment make it different from tangible assets when as an investment subjects. In other hand, Intellectual property itself, there are different categories and different characteristics. These features of Intellectual property produce some challenges that need to be invested for the regulations to respond. By way of comparison, while reference the contract law, intellectual property law and the basic principles of company law on these issues, this paper try to explore solutions. The whole thesis consists of five chapters.The first chapter is the qualification to be an investor. Based on personal and timeliness properties of intellectual property, company’s needs and convenience of financing, and the nature of intellectual property rights of owner, this paper explores the possibilities and limitations conditions of the person of non-full civil capacity, non-profit corporation, the subscribers, first with the right people, co-owner, bona fide user, beneficiaries of the compulsory license, etc. as investor. While comparing the non-profit corporation investor and other corresponding provisions of the Taiwan region, and finally it determines the person of non-full civil capacity and non-profit corporation may use its own developed intellectual property to be a promoters, subscribers of non-public offering stock market can become promoters, first with the right person can be investor, co-owners, bona fide user, and beneficiaries of the compulsory license may conditionally as investor.The second chapter is the qualification of funding subjects. Individually analyzed the nature of licenses, the right to apply for intellectual property, united trademarks, moral rights, pledged intellectual property rights and goodwill; their funding criterion and restrictions and compare the relevant regulations which allow licenses, goodwill and joint trademarks as funding targets of Taiwan area, it confirms that exclusive license with the effect of rights over things, the application of the right to property is vested right can be invested; united trademark with distinction mark respectively, the moral right of copyright transferring not in violation of public order and good customs, pledged intellectual property with the pledgee’s consent, goodwill associated with the business in conjunction with migration and other restrictions may become the subject of funding.The third chapter is the mechanism for ensuring the value of intellectual property rights. In order to make funded intellectual property of good practice within the company, to ensure the amount of its value, comparing the provisions of the Taiwan region, it demonstrated the necessity of restrictions, appropriate ways of limitations in the investment agreement and means of publicity of such restrictions of share transferring. To improve the existing practice of value audit right of the founding and shareholders’ meeting, compared with the provisions of the Taiwan region, it suggests to give the founding and shareholders’meeting a clear right to reduce pricing amount of intellectual property and establish voting interest withdrawal avoidance. Comparing the asset appraisal and publicity requirements of Taiwan area, it suggests gradually expanding the scope of non-mandatory assessment, to expand the scope of the resolution of the board of directors, to establish a regulation detailing specific intellectual property investment object, investment types and a convenience way for querying the company registration data by network.The fourth chapter is to discuss the performance of intellectual property investment. Mainly applied to two different types of intellectual property, comparing with the regulations of Taiwan area, it analyzes the performance of the content and the different criterion of defective performance. The subject of funding of intellectual property applied is its exclusive rights, in principle only needing to complete legal rights transfer, is not applicable liability of warranty; subsequently invalidity produced backwards termination, does not apply the existence of rights guarantee responsibility; the publicity of the right, having the credibility of appearance, generally do not apply to no lack of rights guarantee obligations. Intellectual property obtained by facts, should be completed at the same time to delivery contents and its content deliveried and defective performance criteria are different.The fifth chapter is about the related funding liability. It mainly compares the funding liability in three aspects:the responsibility for the company, the responsibility for the company’s creditors and the responsibility for the third person. According to the nature of the liability, imputation principle and scope of responsibility on successive analyzing, it finds the filling company’s capital responsibility of investor is liability for breach of contract and responsibility for the warranty liability theory; promoters and directors of the company to fill the funding responsibility for the negligence. The fraud victims theory is appropriate for sponsors, promoters and directors of the company’s obligation to the claims of company’s creditor. It demonstrates in the distribution market, the scope of third person is limited to an offer prospectus next book counterpart and only the third person in good faith, director’s liability to the third party for the presumption of negligence; in the stock trading market, third people only bona fide stock traders, director’s liability for the third party liability for negligence. Analyzing the accounting liability to the third party for the fault liability, it confirms the nature of the liability is direct infringement liability, in order to avoid their being frivolous lawsuits, to set the liability cap based on false audit amount.