企業數據出資的法理邏輯與制度設計

Jurisprudential Logic and Institutional Design of Enterprise Data as a Form of Company Capital Contribution

企業數據作為新型生產要素出資入股，是公司法回應數字時代的重要舉措之一。企業數據出資符合非貨幣財產出資的基本要素，有利於提升公司的信用和增進公司整體價值，符合企業大數據數盡其用原則，順應數字時代公司法的發展趨勢。企業數據出資的基本邏輯在於，企業數據應依據不同類型和範圍的差異化出資，注重企業數據出資中自治與強制的利益平衡以及承擔數據安全保護的法定義務。基於企業數據具有與傳統生產要素不同的價值易變性、可複製、非排他性等特點，企業數據出資規則應當在出資比例、出資人競業限制和為公司經營所必須等方面作出特殊限制。企業數據出資的風險防範需將公司法路徑作為一般防範機制，以及將合同法路徑作為特殊防範機制，多維度保障其他股東、公司和債權人利益。

In the digital age, data has emerged as a new type of production factor, driving significant changes in business models and economic structures. One important mechanism for data financing is the use of enterprise data as a form of company capital contribution. This practice not only expands the methods through which companies can raise funds but also enhances the usability of data in financing transactions, contributes to the standardized development of platform-based enterprises, and promotes the healthy growth of the digital economy. Data possesses certain property attributes, making it suitable for use as a non-monetary capital contribution in corporate financing. The current company law framework provides the possibility for the inclusion of enterprise data as a form of non-monetary capital contribution. Enterprise data holds commercial value, can be quantified in monetary terms, and is transferable, meeting the fundamental criteria required for a company's capital contribution. From a legal and financial perspective, using data as a form of capital can strengthen a company's credit, contribute to asset formation, and increase the overall value of the company. This approach ensures that the interests of creditors are not harmed, making data-based capital contributions a sound and reliable option for corporate financing. Furthermore, enterprise data as a capital contribution aligns with the principle of maximizing the utility of big data in the digital economy. It is consistent with the ongoing evolution of company law in response to the growing importance of digital assets. The use of enterprise data for capital contributions not only promotes the development of the digital economy but also plays a role in transforming social and economic structures, ultimately benefiting the public interest. The fundamental logic behind using enterprise data as capital lies in its differentiation based on types and scope, emphasis on the balance between the interests of autonomy and coercion in enterprise data investment as well as the legal obligation to protect data security. It is crucial to ensure that data security obligations are met, as data processors are legally responsible for protecting the security of the data, regardless of changes in ownership or the transfer of data within the capital contribution framework. Data security obligations are layered and extend beyond simple compliance, reflecting the complexity of handling digital assets. Given the unique characteristics of enterprise data, such as volatility, replicability, and non-exclusivity, rules governing data as a form of capital contribution should include specific restrictions. These may involve the proportion of data contribution, restrictions on the contributors' competitive activities, and whether the data is essential for the company's operations. These constraints are necessary to protect the interests of all stakeholders involved, ensuring that the use of data as capital does not undermine the company's financial stability or market integrity. Finally, a robust risk prevention mechanism must be established to address potential issues arising from using data as capital. At the company law level, this mechanism should include regulations across three stages: ex-ante, interim, and ex-post measures during the capital formation process. In contract law, risk mitigation strategies should involve licensing restrictions and contractual terms that safeguard the rights of shareholders, companies, and creditors, ensuring that the risks associated with the ownership of data are adequately managed.