In the context of the modern market economy, capital contribution to enterprises is becoming more and more diverse and rich. One of the notable forms of capital contribution is the use of copyright as a capital contribution. Therefore, many people ask whether copyright is allowed to be contributed to establish a business or not? The following article by VCD will help you.
1. Is copyright a type of property?
According to the provisions of Article 105 of the 2015 Civil Code, property is defined to include objects, money, valuable papers and property rights, classified into real estate and movable property. Real estate and movable property can be existing property or property formed in the future. Also according to Article 115 of this Code, property rights are defined as rights that can be valued in money, including intellectual property rights, land use rights and other property rights.
According to Clause 1, Article 4 of the current Law on Intellectual Property, intellectual property rights are the rights of organizations or individuals to intellectual property, including copyright and related rights, industrial property rights and rights to plant varieties.
From these provisions, it can be affirmed that copyright is recognized as a type of property. Thereby, copyright owners have the ability to profit from their creations, according to the provisions of current law.
2. Is it allowed to contribute capital using copyright?
According to the 2020 Enterprise Law, capital contribution is understood as the contribution of assets to form the charter capital of a company, including capital contribution to establish a new company or increase the charter capital of an established company.
Intellectual property rights, according to the provisions of the current Intellectual Property Law, are the rights of organizations or individuals to intellectual property, including copyrights, related rights, industrial property rights and rights to plant varieties.
In Clause 1, Article 34 of the Enterprise Law 2020, contributed capital is determined to be Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technology, technical know-how and other assets that can be valued in Vietnamese Dong. However, it should be noted that only individuals or organizations that are legal owners or have legal rights to use the above assets have the right to use such assets to contribute capital according to the provisions of law.
Therefore, individuals or organizations that legally own intellectual property rights have the full right to use these assets to contribute capital. Capital contribution here is understood as the transfer of intellectual property value through recording the owner on the protection certificate and including this ownership in the list of contributed assets of the enterprise.
3. Conditions for property rights to be contributed as capital.
The property is an intellectual property right that has been registered with a competent state agency and has been granted a protection certificate. Only the owner, that is, the person whose name is on the protection certificate, has the right to use this intellectual property to contribute capital to the enterprise.
According to Clause 1, Article 36, contributed assets that are not Vietnamese Dong, freely convertible foreign currency or gold must be valued by members, founding shareholders or a valuation organization, and the value must be expressed in Vietnamese Dong. Contributed assets when establishing an enterprise must be valued according to the principle of consensus among members or through a valuation organization. If a valuation organization is used, the value of the asset must be approved by more than 50% of the members and founding shareholders.
Note:
- If the contributed asset is valued higher than its actual value at the time of capital contribution, the members and founding shareholders will have to jointly contribute the difference between the valuation and the actual value. At the same time, they will also be responsible for damages arising from intentionally valuing the asset higher than its actual value.
- The capital contribution is only considered complete when the legal ownership of the contributed asset has been transferred to the company. For assets used in the business activities of the owner of a private enterprise, it is not necessary to carry out procedures to transfer ownership to the enterprise.
- In addition, all activities related to the purchase, sale, transfer of shares and capital contributions, receipt of dividends and transfer of profits abroad by foreign investors must be carried out through accounts in accordance with the provisions of the law on foreign exchange management. However, cases of payment by assets or other forms other than cash are still accepted.
Above is the article “ Is it allowed to contribute capital with copyright?” sent to you by VCD. We hope this article is useful to you.
Sincerely,
