Regulations on capital contribution to establish joint stock companies with land use rights certificates

In the case of contributing capital with a certificate of land use rights (Land Use Rights) to establish a joint stock company, when converting the assets that are Land Use Rights into money, who determines the price to ensure that it is the true value in accordance with the law?

1. Who determines the price when contributing capital to establish a joint stock company using a land use right certificate?

When contributing capital to establish a joint stock company using a land use right certificate, who determines the price, based on Clause 2, Article 36 of the 2020 Enterprise Law, it is stipulated:

Valuation of capital contribution assets

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2. Assets contributed as capital when establishing an enterprise must be valued by members and founding shareholders according to the principle of consensus or by a valuation organization. In case a valuation organization determines the value, the value of contributed assets must be approved by more than 50% of the members and founding shareholders.

In case the assets contributed as capital are valued higher than the actual value of that asset at the time of capital contribution, the members and founding shareholders jointly contribute equal to the difference between the appraised value and the actual value of the assets contributed as capital at the time of completion of valuation; At the same time, jointly responsible for damages caused by intentionally valuing contributed assets higher than the actual value.

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According to the above regulations, when making capital contributions using land use rights, the value of contributed assets is determined on the principle of consensus among capital contributing members, that is, capital contributing members determine the value themselves or through the determination of value by a valuation organization.

Normally, when one party contributes capital with assets that are land use rights, the Business Registration Office will request a valuation document from a valuation organization that is legally allowed to operate.

2. When contributing capital during the operation of a joint stock company, is the Chairman of the Board of Directors the person who sets the price?

When contributing capital during the operation of a joint stock company, the Chairman of the Board of Directors is the person who determines the price, right? Based on Clause 3, Article 36 of the 2020 Enterprise Law, it is stipulated:

Valuation of capital contribution assets

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3. Assets contributed as capital during the course of operations are determined by the owner, the Board of Members for limited liability companies and partnerships, the Board of Directors for joint stock companies, and capital contributors by agreement or by a valuation organization. In case a valuation organization determines the value, the value of contributed assets must be approved by the capital contributor and the owner, the Board of Members or the Board of Directors.

In case the assets contributed as capital are valued higher than the actual value of that asset at the time of capital contribution, the capital contributor, owner, member of the Board of Members for limited liability companies and partnerships, members of the Board of Directors for joint stock companies jointly contribute equal to the difference between the appraised value and the actual value of the contributed assets at the time of completion of valuation; At the same time, jointly responsible for damages caused by intentionally valuing contributed assets higher than the actual value.

Accordingly, if capital is contributed during the operation of a joint stock company, the Board of Directors and capital contributors will agree on the valuation or the valuation will be determined by a valuation organization.

In case a valuation organization determines the value, the value of contributed assets must be approved by the capital contributor and the Board of Directors.

3. If a shareholder contributes capital to establish a joint stock company, is the time limit for carrying out administrative procedures to transfer ownership included in the time limit for capital contribution?

If a shareholder contributes capital to establish a joint stock company, the time limit for carrying out administrative procedures to transfer ownership is included in the capital contribution time limit, based on Article 113 of the 2020 Enterprise Law, which stipulates:

Payment for shares registered to buy when registering to establish a business

1. Shareholders must pay in full for the number of shares registered to purchase within 90 days from the date of issuance of the Business Registration Certificate, unless the company charter or the share purchase registration contract stipulates a shorter period. In case a shareholder contributes capital with assets, the time for importing and carrying out administrative procedures to transfer ownership of that asset is not included in this capital contribution period. The Board of Directors is responsible for supervising and urging shareholders to pay in full and on time for shares registered to buy.

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Accordingly, if shareholders contribute capital to establish a joint stock company, the time limit for carrying out administrative procedures to transfer ownership is not included in the time limit for capital contribution.

The Board of Directors is responsible for supervising and urging shareholders to pay in full and on time for registered shares. buy.