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How to distinguish between a capital increase and share expansion agreement, an equity transfer agreement, and a capital contribution agreement?

Of course, it depends on the specific content of the agreement:

1. Capital increase and share expansion

Refers to the enterprise raising shares from the public, issuing shares, new shareholders investing in shares or The original shareholders increase their investment to expand their equity, thereby increasing the company's capital.

For a limited liability company, capital increase and share expansion generally means that the company increases its registered capital, and the increased part is subscribed by new shareholders or subscribed by new shareholders and old shareholders simultaneously. The economic strength of the company is enhanced and the company's economic strength is enhanced. The increased registered capital can be used to invest in necessary projects.

2. Equity transfer

It is a civil legal act in which a company's shareholders transfer their shareholder rights to others for a fee in accordance with the law, so that others can obtain the equity.

The equity transfer agreement is an expression of intention reached by the parties for the purpose of transferring equity, in which the transferor delivers the equity and collects the price, and the transferee pays the price to obtain the equity. Equity transfer is an act of changing property rights. After the equity transfer, all the rights and obligations of the shareholders to the company based on their shareholder status are transferred to the transferee at the same time. The transferee therefore becomes a shareholder of the company and acquires shareholder rights. According to the provisions of Article 44, Paragraph 1, of the Contract Law, an equity transfer contract shall take effect upon its establishment.

However, the effectiveness of the equity transfer contract is not equivalent to the effectiveness of the equity transfer. The effectiveness of an equity transfer contract refers to the issue of legal binding force on the parties to the contract. The effectiveness of the equity transfer refers to the issue of when the equity is transferred, that is, when the transferee obtains the status of a shareholder. Therefore, attention must be paid to after the equity transfer agreement is signed. issues of appropriate implementation.

3. Capital contribution

As the name suggests, it means capital contribution when the company is established.

According to Article 14 of the "Regulations of the People's Republic of China on Registration and Management of Companies", shareholders shall not use labor services, credit, names of natural persons, goodwill, franchise rights or property as guarantees. Wait for the price to be paid.

According to Article 27 of the New Company Law, shareholders of a limited liability company can contribute capital in the following ways:

First, currency. Setting up a company necessarily requires a certain amount of working capital. To cover the expenses of founding the company and starting its operations. Therefore, shareholders can contribute money.

Second, the real thing. In-kind investment is generally made in the form of machinery and equipment, raw materials, parts, goods, buildings and factories, etc.

Third, intellectual property rights. The so-called intellectual property rights refer to the civil rights that people enjoy over the fruits of their intellectual labor. Traditional intellectual property rights include trademark rights, patent rights and copyrights.

Fourth, land use rights. There are two ways for a company to obtain land use rights. One is that shareholders use the land use rights as a price and then contribute capital to the company so that the company obtains the land use rights; the other is that the company applies to the local county or city-level land management department. After review and approval, the land use rights are obtained through a subscription contract, and the company pays site use fees in accordance with regulations. The former is a method of capital contribution by shareholders, but relevant procedures must be completed in accordance with the law.

Fifth, labor and credit investment. Although our country's Company Law gt;gt; does not explicitly prohibit shareholders from making capital contributions in the form of labor services and credit, judging from the objects of shareholder investment listed in it, our country does not allow shareholders to contribute capital in the form of labor services and credit to limited companies and joint-stock companies. Article 16 of my country's "Partnership Law" stipulates: "Partners may contribute capital in currency, physical objects, land use rights, intellectual property rights or other property rights, or they may contribute capital in labor services." It can be seen that a partnership enterprise can contribute capital in labor services.