Case Description

Mr. Li, Mr. Zhang and Ms. Wang decided to set up a limited company. Mr. Li used property as capital contribution, and Mr. Zhang used equipment as capital contribution. Ms. Wang has a WeChat official account with millions of fans. Ms. Wang heard that non monetary property is legally allowed to make capital contributions, so she decided to use WeChat official account as a way of capital contribution, but Mr. Li and Mr. Zhang have different opinions on this.

Lawyer Analysis

1、 Except for special circumstances, the law does not restrict the valuation of non monetary assets as capital contributions

Article 27 of the Company Law stipulates that shareholders can make capital contributions in currency, as well as in kind, intellectual property rights, land use rights, and other non monetary assets that can be valued in currency and transferred according to law; However, the exception is the property that cannot be used as a capital contribution according to laws and administrative regulations. The value of non monetary assets as capital contributions shall be assessed and verified, and they shall not be overestimated or undervalued. "If there are provisions in laws and administrative regulations on the valuation of assets, such provisions shall prevail.".

According to the above provisions, non monetary property that can be transferred according to law, can be evaluated in monetary form, and does not violate the mandatory provisions of laws and regulations can be used as the company's way of contribution. Ms. Wang uses her WeChat official account as her contribution, and delivers it to the company for actual operation. Although such contribution is not listed in laws and regulations, it is not prohibited by laws and administrative regulations.

2、 Whether the official account can be used as a shareholder contribution should consider the following factors

1) Whether WeChat official account has commercial value

Whether the WeChat official account has property value? In a case, the court held that as an information release platform, the WeChat official account has become an important carrier for various market entities to release commercial advertisements relying on its fan base The independence, dominance and value of the operation of WeChat official account indicate the legal attribute of virtual property of WeChat official account.

However, as WeChat official account is different from other properties, how to determine its commercial value? Ms. Wang needs to seek a professional evaluation agency to evaluate the market value of the WeChat official account after comprehensive consideration of market environment, income status, asset base, etc.

2) Can the right to use WeChat official account be transferred

In practice, there are two different views on whether the use right of WeChat official account can be transferred. The first view is that the use right of WeChat official account cannot be transferred. In one case, the court held that the platform service agreement between Tencent and the initial registration applicant agreed that the right to use the WeChat official account only belonged to the initial registration applicant, and the right to use the WeChat official account was prohibited from donating, borrowing, renting, transferring and selling, so the company could not obtain the right to use the WeChat official account.

The second view is that the right to use WeChat official account can be transferred. In one case, the court held that although Tencent agreed in the format agreement that the use right of WeChat official account should not be transferred, according to the principle of relativity of the contract, the content of the agreement could not have an antagonistic effect on the transfer of the use right of WeChat official account among WeChat software users, and this behavior did not violate the mandatory provisions of laws and administrative regulations, that is, the company's access to the use right of WeChat official account was legitimate.

Risk statement

Based on the above analysis, the contribution of non monetary property needs to meet the conditions that have commercial value and can be assessed in monetary form, the right of use or ownership can be transferred according to law, and do not violate the mandatory provisions of laws and regulations. In practice, the court has different opinions on whether the right of use of WeChat official account can be transferred, and Ms. Wang's use of the right of use of WeChat official account as a shareholder contribution may have the risk of being identified as invalid contribution; In addition, the commercial value of the WeChat official account is also unstable. Once Ms. Wang's WeChat official account violates relevant regulations during its operation, it may be subject to the risk of being restricted or terminated by Tencent.