Tài sản góp vốn trong các doanh nghiệp là số tiền, vật có giá của những người đã góp vốn vào vốn điều lệ khi bắt đầu thành lập doanh nghiệp hoặc trong quá trình doanh nghiệp đang hoạt động “nâng” vốn điều lệ bằng cách góp thêm vốn của những người đã góp vốn hoặc huy động từ các tổ chức, cá nhân khác.
Pháp luật quy định về tài sản góp vốn bao gồm: Đồng Việt nam, ngoại tệ tự do chuyển đổi, vàng, quyền sử dụng đất, quyền sở hữu trí tuệ, công nghệ, bí quyết kỹ thuật, tài sản khác có thể định giá được bằng Đồng Việt Nam.
Đối với các tài sản không phải dạng tiền tệ như Đồng Việt Nam, ngoại tệ tự do chuyển đổi, vàng… thì khi chuyển quyền sở hữu tài sản đó, chủ sở hữu tài sản phải tiến hành định giá để xác định giá trị quy thành tiền của tài sản đó và làm các thủ tục chuyển quyền cho công ty theo quy định của pháp luật (trong trường hợp tài sản có đăng ký quyền sở hữu), để công ty (pháp nhân) có thể hưởng các quyền của chủ sở hữu một cách hợp pháp ngoài mục đích ghi nhận việc thay đổi chủ sở hữu, còn là phương thức giúp cơ quan nhà nước hay đối với các bên thứ ba ngay tình xác thực quyền sở hữu hợp pháp nhằm đảm bảo quyền và lợi ích hợp pháp của các bên khi tham gia giao dịch dân sự.
Theo quy định tại điều 35, Luật doanh nghiệp 2020 thì “Đối với tài sản có đăng ký quyền sở hữu hoặc quyền sử dụng đất thì người góp vốn phải làm thủ tục chuyển quyền sở hữu tài sản đó hoặc quyền sử dụng đất cho công ty. Việc chuyển quyền sở hữu, chuyển quyền sử dụng đất đối với tài sản góp vốn không phải chịu lệ phí trước bạ. Đối với tài sản không đăng ký quyền sở hữu, việc góp vốn phải được thực hiện bằng việc giao nhận tài sản tài sản góp vốn có xác nhận bằng biên bản. Việc góp vốn chỉ được coi là thanh toán xong khi quyền sở hữu pháp đối với tài sản góp vốn đã chuyển sang công ty”.
Đối với tài sản góp vốn phải làm thủ tục định giá thì các bên có thể thực hiện định giá theo nguyên tắc đồng thuận hoặc do một tổ chức thẩm định giá định giá. Trường hợp tổ chức thẩm định giá định giá thì giá trị tài sản góp vốn phải được trên 50% số thành viên, cổ đông sáng lập chấp thuận. Trường hợp tài sản vốn góp được định giá cao hơn so với giá trị thực tế của tài sản đó tại thời điểm góp vốn thì các thành viên, cổ đông sáng lập cùng liên đới góp thêm bằng số chênh lệch giữa giá trị được định giá và giá trị thực tế của tài sản vốn góp tại thời điểm kết thúc thẩm định giá; đồng thời liên đới chịu trách nhiệm đối với thiệt hại do cố ý định giá tài sản góp vốn cao hơn giá trị thực tế.
Trong trường hợp các bên góp vốn trong quá trình hoạt động sẽ do Chủ sở hữu, Hội đồng thành viên đối với Công ty TNHH, Công ty hợp danh, Hội đồng quản trị đối với Công ty cổ phần và người góp vốn thỏa thuận định giá hoặc do một tổ chức thẩm định giá định giá. Trường hợp tổ chức thẩm định giá định giá thì giá trị tài sản góp vốn phải được Người góp vốn và Chủ sở hữu, Hội đồng thành viên hoặc Hội đồng quản trị chấp thuận. Trường hợp tài sản góp vốn định giá cao hơn giá trị thực tế của tài sản đó tại thời điểm góp vốn thì Người góp vốn, Chủ sở hữu, thành viên Hội đồng thành viên đối với Công ty TNHH và Công ty hợp danh, thành viên Hội đồng quản trị đối với Công ty cổ phần cùng liên đới góp thêm bằng số chênh lệch giữa giá trị được định giá và giá trị thực tế của tài sản góp vốn tại thời điểm kết thúc định giá; đồng thời liên đới chịu trách nhiệm đối với thiệt hại do việc cố ý định giá tài sản góp vốn cao hơn giá trị thực tế.
Bên cạnh đó, theo quy định tại Bộ luật dân sự 2015, sau khi tiến hành góp vốn để hình thành nên tài sản của công ty, toàn bộ tài sản vốn góp của các chủ sở hữu trong việc quản lý, sử dụng, định đoạt tài sản chung là tài sản sở hữu chung theo phần.
Tại điều 209, Bộ luật dân sự 2015 quy định “Sở hữu chung theo phần là sở hữu chung mà trong đó phần quyền sở hữu của mỗi chủ sở hữu được xác định đối với tài sản chung. Mỗi chủ sở hữu chung theo phần có quyền, nghĩa vụ đối với tài sản thuộc sở hữu chung tương ứng với phần quyền sở hữu của mình, trừ trường hợp có thỏa thuận khác”.
Các chủ sở hữu chung cùng quản lý tài sản chung theo nguyên tắc nhất trí, trừ trường hợp có thỏa thuận khác hoặc pháp luật có quy định khác.
Mỗi sở hữu chung theo phần có quyền khai thác công dụng, hưởng hoa lợi, lợi tức từ tài sản chung tương ứng với phần quyền sở hữu của mình.
Việc định đoạt tài sản sở hữu chung theo phần được quy định cụ thể tại điều 218 Bộ luật dân sự 2015 như sau:
- Mỗi chủ sở hữu chung theo phần có quyền định đoạt phần quyền sở hữu của mình;
- Trường hợp một chủ sở hữu chung theo phần bán phần quyền sở hữu của mình thì chủ sở hữu chung khác được quyền ưu tiên mua. Trong thời hạn 03 tháng đối với tài sản chung là bất động sản, 01 tháng đối với động sản, kể từ ngày các chủ sở hữu chung khác nhận được thông báo về việc bán và các điều kiện bán mà không có chủ sở hữu chung nào mua thì chủ sở hữu đó có quyền bán cho người khác. Việc thông báo phải được thể hiện bằng văn bản và các điều kiện bán cho chủ sở hữu chung khác phải giống như điều kiện bán cho người không phải là chủ sở hữu chung. Trường hợp bán phần quyền sở hữu mà có sự vi phạm về quyền ưu tiên mua thì trong thời hạn 03 tháng, kể từ ngày phát hiện có sự vi phạm về quyền ưu tiên mua, chủ sở hữu chung theo phần có quyền yêu cầu Tòa án chuyển sang cho mình quyền và nghĩa vụ của người mua; bên có lỗi gây thiệt hại phải bồi thường thiệt hại;
- Trường hợp một trong các chủ sở hữu chung đối với bất động sản từ bỏ phần quyền sở hữu của mình hoặc khi người này chết mà không có người thừa kế thì phần quyền sở hữu đó thuộc về Nhà nước;
- Trường hợp một trong các chủ sở hữu chung đối với động sản từ bỏ phần quyền sở hữu của mình, hoặc khi người này chết mà không có người thừa kế thì phần sở hữu đó thuộc sở hữu chung của những người còn lại;
- Trường hợp tất cả các chủ sở hữu từ bỏ phần quyền sở hữu của mình đối với tài sản chung thì việc xác lập quyền sở hữu được thực hiện theo quy định của pháp luật về quyền sở hữu đối với tài sản vô chủ, tài sản không xác định được chủ sở hữu.
Việc phân chia tài sản chung, chấm dứt tài sản chung được quy định tại Bộ luật dân sự 2015 như sau: “Trường hợp sở hữu chung có thể phân chia thì mỗi chủ sở hữu chung đều có quyền yêu cầu chia tài sản chung; nếu tình trạng sở hữu chung phải được duy trì trong một thời hạn theo thỏa thuận của các chủ sở hữu chung hoặc theo quy định của pháp luật thì mỗi chủ hữu chung chỉ có quyền yêu cầu chia tài sản chung khi hết thời hạn đó; khi tài sản chung không thể chia được bằng hiện vật thì chủ sở hữu chung có yêu cầu chia quyền bán phần quyền sở hữu của mình trừ trường hợp các chủ sở hữu chung có thỏa thuận khác;
Trường hợp có người yêu cầu một người trong số các chủ sở hữu chung thực hiện nghĩa vụ thanh toán và chủ sở hữu chung đó không có tài sản riêng hoặc tài sản riêng không đủ để thanh toán thì người yêu cầu có quyền yêu cầu chia tài sản chung và tham gia vào việc chia tài sản chung. Nếu không thể chia phần quyền sở hữu bằng hiện vật hoặc việc chia này bị các chủ sở hữu chung còn lại phản đối thì người có quyền yêu cầu người có nghĩa vụ bán phần quyền sở hữu của mình để thực hiện nghĩa vụ thanh toán.
Việc chấm dứt sở hữu chung trong các trường hợp sau đây:
- Tài sản chung đã được chưa;
- Một trong số các chủ sở hữu chung được hưởng toàn bộ tài sản chung;
- Tài sản chung không còn;
- Trường hợp khác theo quy định của luật.
Trên đây là bài viết về “Quyền của người sở hữu tài sản vốn góp trong doanh nghiệp” của Công ty Luật TNHH Apra. Quý khách hàng thắc mắc hoặc có ý kiến về các vấn đề nêu trong bài viết và cần được giải đáp, vui lòng liên hệ số hotline để được tư vấn và hỗ trợ.
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