What to do if there are defects in intellectual property investment
Shareholders with defects should The responsibilities assumed can be divided into two categories: defect rectification liability and compensation liability. Among them, the defect rectification liability can be further subdivided into the liability to make up the capital contribution and the responsibility to return the capital and interest. Liability for compensation can also be divided into three types of entities: responsibilities to the company, other shareholders, and creditors.
1. Responsibility for making up capital contribution to the company
The company or other shareholders can serve as obligees When a lawsuit is filed against a defective shareholder to make up the capital contribution, the obligation of the shareholder who has not fulfilled the capital contribution obligation or has not fully performed the capital contribution obligation is to fully perform the capital contribution obligation, that is, to bear the principal liability. For shareholders who have withdrawn their capital, the company or other shareholders have the right to require them to return the withdrawn capital and interest.
Both the company and other shareholders can be the subject of litigation and claim rights against the company for making up capital contributions.
2. Supplementary liability to the company’s creditors
The liability of shareholders who fail to perform or fail to fully perform their capital contribution obligations or withdraw their capital contribution to the company's creditors is not only limited to the defective capital contribution, but also includes interest, but their liability is " "Supplementary liability" means that the company will only bear liability for the part that the company itself cannot pay off. The standard for the company's inability to pay off should generally be based on the company's inability to pay off after exhaustive enforcement measures have been taken. Moreover, the liability of the shareholder with defective investment is limited to the principal and interest of the capital that he or she has not contributed or has evaded.
Defective capital contribution refers to the behavior of shareholders who fail to perform their capital contribution obligations in accordance with the articles of association and legal provisions during the company's establishment or capital increase process.
In a broad sense, defective investment includes failure to fulfill investment obligations, failure to fully fulfill investment obligations, and withdrawal of capital after investment.Typical forms include investment with property that one has no right to dispose of, investment with stolen money/material, and other special forms. Among them, the failure to fully fulfill the investment obligation also includes specific forms such as insufficient value of the property promised to contribute, the property promised to contribute has been delivered to the company but the transfer procedures have not been completed, and the transfer procedures have been completed for the property promised to contribute but has not been delivered to the company for use.
Defective capital contribution refers to the behavior of shareholders who fail to perform their capital contribution obligations in accordance with the articles of association and legal provisions during the company's establishment or capital increase process. In a broad sense, defective investment includes typical forms such as failure to perform investment obligations, failure to fully perform investment obligations, and withdrawal of capital after investment. It also includes special forms such as investment with property that has no right to dispose of it and investment with stolen money/materials. If your situation is more complicated, the Legal Savior Network also provides online lawyer consultation services. You are welcome to seek legal consultation.
