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9 City College, Yolo Co and Mr Wang entered into an investment contract to set up a limited liability company, with a registered capital of RMB 4·5 million yuan, in the bio-tech business. With respect to the capital contributions of each sponsor, they agreed that City College would provide its technology at a value of RMB 1·5 million yuan; Yolo Co would provide its workshop as its capital contribution at a value of RMB 1 million yuan after the conclusion of the contract and Mr Wang would provide RMB 2 million yuan in cash within three months upon its incorporation.
After the incorporation of the company, Yolo Co provided its workshop to the company according to the investment contract. Mr Wang paid only RMB 1·5 million yuan before the deadline of his capital contribution as prescribed in the investment contract, due to a shortage of cash.
Required:
Answer the following questions in accordance with the Company Law, and give your reasons for your answers:
(a) state whether the limited liability company could be legally established;
(b) describe the procedure which should be taken with respect to the capital contributions to the company in the form of technology;
(c) explain the liability of Mr Wang for failing to discharge his obligation to make a full capital contribution.
答案：
9 This question requires candidates to deal with the legal issues in relation to the contribution of the capital and the establishment of a limited liability company under the Company Law.
(a) In accordance with Article 26 and Article 27 (3) of the Company Law, the amount of initial capital contributions paid by all the shareholders shall not be less than 20% of the registered capital; the capital contribution in cash by all shareholders shall not be less than 30% of the registered capital. In this case, the initial capital contribution paid by Yolo Co was more than 20% (1 million/4·5 million = 22%) of the registered capital and the capital in cash provided by Mr Wang met the requirement of no less than 30% (1·5 million/4·5 million = 33·33%) of the registered capital of the company; therefore the company would be legitimately established.
(b) In accordance with Article 27 (2) of the Company Law, the non-currency property contributed as capital shall undergo an appraisal, valuation and verification, and shall not be overvalued or undervalued. Therefore the capital contribution in the form of technology by City College should be appraised before it was actually put into the company.
(c) In accordance with Article 28 (2) of the Company Law, shareholders failing to make capital contributions in full shall not only make up the remaining amount of capital but also be liable for breach of contract towards the shareholders who have made heir capital contributions in full and on time. Hence, Mr Wang should make up the remaining RMB 500,000 yuan and pay damages to City College and Yolo Co in accordance with the contract or law.
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