| Summary: | 碩士 === 國立彰化師範大學 === 會計學系 === 99 === The Republic of China's Company Act revising the Article 156 in 2001, it allowed that equity capital to be contributed other than cash by shareholders may be in the form of 「monetary credit extended to the company」, or the 「technical know-how」or「good-will」 required by the company.
Nevertheless, how to define the 「technical know-how」？Many scholars of law have no similar opinion. There are so many definitions about 「technical know-how」 by scholars of law. For example, defines 「technical know-how」 as the Patent, as the Know-How no registered intellectual property rights, as the intellectual property rights(like Copyrights、Trademark rights、Patent rights、Rights in Circuit Layouts、Plant Variety Rights etc.) ,or as the financial accounting intangible assets. Otherwise，one of the scholars of law means that the way in contribution capital with 「service」to Unlimited Company can be suitable for Company Limited by Shares. Changing the other words, the scholar defines 「technical know-how」as a 「service」, it meaning that shareholder may contribute his capital in the form of service .
Therefore, this study integrates many opinions of law scholars to find the differences of them and uses Financial Acounting Theory to define the 「technical know-how」. The result is that 「technical know-how」 in the Article 156 of Company Act should not be defined as Copyright only or as the Intellectual Property Rights only ,and could be defined as the Accounting Intangible Assets nevertheless having a limit . A new view invented by this study defining the「technical know-how」is that the substances of contribution capital meeting the standards in accounting intangible assets of financial accounting theory and the standards in technical ability theory can be defined as 「technical know-how」of Article 156 of Company Act in Taiwan.
In the aspect of contribution capital with Goodwill, the extreme substance of Goodwill is the most intangible in all of the intangible assets of companies. Using Goodwill to contribute capital has a doubt. Moreover, scholars of law’s concept in Goodwill are different with the scholars of accounting. How to define Goodwill is a important subject. Therefore, this study integrates two field concepts of law and accounting, and adresss a new view of contribution capital with Goodwill. The studay result is that contribution capital with Goodwill can be interpred as contribution capital with「Trademark rights」and with 「the all of business or in the part of department in business」. At the former, though 「Trademark rights」is diffenent from 「Goodwill」 in the viewpoints of Law and Accounting, they are resemblance in the viewpoint of Economic effect. Therefore, this study defines contribution captial with 「Goodwil」 as with 「Trademark rights」 in order to fiting their Economic effects. At the latter, because Goowwill can not separate from the business in the viewpoint of Financial Accounting Theory, transfering Goodwill only in the stitution of transfering business, this study also defines contribution capital with 「Goodwill」 as with「the all of business or in the part of department in business」in order to fiting Theory of Financial Accounting.
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