Intangible Assets Of Shareholders Financed Legal Issues

Generally speaking, company incorporation capital contribution includes currency contribution and material object contribution, the later of which is a kind of contribution including all forms property and property rights but cash. Shareholders usually contribute non-formed property and that is an important way of making it capitalized. In most of the countries law systems, the law problems concerning are not only solved by the rules of the property law itself but also regulated by the rules of the company law. This thesis studies this project limited to our country on the basis of practical economy and current institutions of non-formed property law and company law. This page covers four chapters. The first chapter is an introduction to non-formed property contribution. First, it gives a brief introduction to all the kinds of ideas about the non-formed property scope and its definition in legislation and theory home and abroad and presents author's argument. Then the chapter analyses the economic and law significance of non-formed property contribution---the nature and importance in the modern economy life. Finally, in order to get a profound understanding, the chapter discusses the features of non-formed contribution. For the reason of that it's quite necessary to definite the discussed object clearly to set up the premise before studying it . The second chapter deals with availability of non-formed property contribution including three parts: right subject, right object, and legal procedure. The second part---the right object, is subdivided into three sections---the right sorts, the suitable rights, the suitable proportion. It first discusses the general necessary valid conditions, then analyses the right object's specialities of non-formed property contribution by comparing "four elements theory" dominated in Japan and "five elements theory" dominated in Switzerland. In the third part—legal procedure, it deals with law problems concerning the constitution of the company's articles of association, the evaluation and transfer of the non-formed property, and capital-checking. The following five aspects are discussed in the third chapter---the shareholders' liability and venture of non-formed property contribution: the quality of liability of shareholders' contribution is first discussed, which provides theory with analysis of the forms and contents of the shareholders' liability and venture of non-formed property contribution. The types of violation of shareholders' contribution duty are dealt with in the next section explicitly. The shareholders' liability of violation of the contribution duty and the shareholders' liability for substantiate capital---the two main shareholders' contribution liability made in the company law, is explained in the third and fourth section. In the last section, the shouldering of the venture of non-formed property contribution, which has close relation to the liability, is discussed. The last chapter—perfecting the company law system of non-formed property contribution, includes three parts: extending the types of right non-formed property contribution; suggestion to adopt evaluating the non-formed property by negotiation in company law; enriching and perfecting the institutions of the shareholders' liability of violation of the contribution duty and the shareholders' liability for substantiating capital; and stipulating shareholders' rights of representative action and directors' joint and several liability for withdrawing capital.