Abstract:
In China, data is recognized as a generally permissible form of capital contribution, though its specific requirements remain ambiguous. A narrow understanding of data capital contribution within the corporate law framework is inadequate. A comprehensive analysis should be grounded in the domains of data (information) law, focusing on the circulation of data; contract law, concerning data transactions and equity subscriptions; and corporate law, which regulates forms of capital contribution. The objectives of the data capital contribution rules include promoting the orderly circulation of data, respecting commercial autonomy, and ensuring the adequacy of data capital contributions. The key components of the data capital contribution rules include four primary aspects: eligible data, eligible contributors, appropriate valuation, and data transfer along with actual payment. The criterion for determining eligible data is its utility, which depends on four elements: legality, certainty, quality, and business relevance. Given the varying risk spillovers of these factors, the legality of data should be certified by third-party verification, while the other elements should be subject to the commercial judgment of shareholders. Contributors who hold operational rights over data and contribute data interests, including the right to use, qualify as eligible contributors. Their eligibility should be evidenced through data registration certificates. Shareholders’ qualifications as evaluators should be acknowledged, with the valuation criteria determined by a balanced consideration of objective circumstances. Data transfer must encompass both the actual transfer of data and the formal registration of data interests.