Beijing High Court Case: Cash-to-IP Contribution Change Cannot Defeat Creditors

Reference Case: Wang Mou v. Xu Moujia and Xu Mouyi

Shareholders may in principle change contribution methods after incorporation. But where the company cannot pay due debts and enforcement has already been terminated for lack of assets, a later switch from publicly disclosed cash contributions to illiquid intellectual-property contributions, supported by an unreliable valuation, is ineffective against prior creditors. The shareholders remain supplementarily liable within the scope of the original unpaid cash contribution.

Holding

Shareholders may in principle change contribution methods after incorporation. But where the company cannot pay due debts and enforcement has already been terminated for lack of assets, a later switch from publicly disclosed cash contributions to illiquid intellectual-property contributions, supported by an unreliable valuation, is ineffective against prior creditors. The shareholders remain supplementarily liable within the scope of the original unpaid cash contribution.

Issues

changing cash contributions into intellectual-property contributionspost-enforcement change of contribution methodprotection of creditor reliance interests