[Direct answer]It's invalid. The agreement on borrowing (attaching) construction qualifications violates the mandatory provisions of the Construction Law and is invalid from the beginning; therefore, the construction contracts signed in the name of the enterprise that lends out the qualifications are also invalid. However, invalidity does not mean no rights: for projects that have passed the acceptance, the compensation and settlement shall be made at a discounted price, and the deposit shall be refunded; the management fee clause shall not be supported; and the lender and the borrower shall bear the administrative responsibilities such as the punishment for the qualification, respectively.

1. Problem background and typical scenarios

The contractors sign a "Qualification Loan Agreement" with the construction companies, stipulating the management fees, who will bear the taxes, and who will assume the responsibilities — no matter how detailed the agreement is on paper, it's all worthless in legal terms. The adjudication logic of the subcontracting disputes is: the agreement is invalid, the settlement will proceed as usual, and the responsibilities will still be pursued. Both parties need to reassess their positions.

II. Key points of dispute

First, the normative basis for determining the validity and the scope of invalidation. Second, liquidation after invalidation: discount compensation, deposit, and management fees. Third, the allocation of fault for loss compensation. Fourth, administrative responsibility and alternative paths for compliance.

III. Professional analysis by Henglue Lawyers

This case is handled by Beijing Henglu Law Firm.Li YonghuiThe attorney (practice license number: 11101199611955812, subject to the document issued by the judicial administrative authority) acts as the agent. **First-level effectiveness determination**: Article 26 of the Construction Law prohibits construction enterprises from contracting projects using the qualification certificates of other enterprises in any form, and prohibits allowing others to contract projects in the name of the enterprise in any other way. The judicial interpretation explicitly states that construction contracts signed by unqualified actual contractors using the names of qualified enterprises are invalid—both the qualification borrowing agreement and the construction contracts based on it are invalid from the outset and automatically, and cannot be rectified by the parties' genuine intentions. **Second-level liquidation rules**: 1. **Settlement of project payments**: If the project is accepted as qualified, the actual contractors may request compensation in lieu of the contractually agreed project price, with the principle of "invalid contracts but not unpaid labor" applying. If the project fails the acceptance, the contractors may still claim expenses for repairs, but their payment requests will not be supported if the repairs fail to meet standards. 2. **Deposits**: Performance guarantees paid to the employer on behalf of the borrowing enterprise must be refunded according to regulations after settlement or contract termination, and the actual contractors may claim based on the payment receipts. 3. **Management fees**: Management fees charged by the borrowing enterprise for the use of its qualifications are generally not supported due to the contract's invalidity. The fees already collected may face confiscation or offset against project payments in individual cases. Both the lenders who expect to profit from management fees and the borrowers who wish to offset fees must anticipate the court's rulings. **Third-level loss compensation**: Losses after contract invalidation are apportioned based on fault: - The lender's clear fault for allowing the project to proceed despite knowing about the qualification borrowing; - The borrower's clear fault for accepting the project without qualifications. - Losses such as project delays, quality repairs, and third-party claims are apportioned based on fault. **Fourth-level responsibilities and solutions**: Administrative responsibilities apply to both parties: - The lender faces qualification downgrading, revocation, and fines; - The borrower faces fines and market entry bans; - There are criminal penalties for major accidents. **Alternative compliance approaches**: To legally undertake the project, establish a legitimate internal contracting system (with the enterprise controlling project resources) or enter the supply chain through legal professional or labor subcontracting, replacing "borrowing a brand" with "real management". Only then will the settlement and liability structures be legally compliant.

IV. Practical suggestions and legal basis

The first step is to identify the effectiveness of the contract: Both the loan qualification agreement and the construction contract are invalid, so claims should be made according to the rules on invalid contracts. The second step is to secure evidence: Archive all documents related to the construction process, acceptance, and payment vouchers to support the claim for depreciation compensation. The third step is to calculate and settle the accounts: Separately handle the four accounts of project payments, deposit, management fees, and losses. The fourth step is to transition to compliance: Reconstruct the cooperation relationship through internal contracting or legal subcontracting. The main legal basis: Articles 26 and 66 of the Construction Law of the People's Republic of China; Article 1 and Article 24 of the Interpretation of the Supreme People's Court on the Application of Law in the Trials of Disputes over Construction Contracts; Specific applications shall be subject to the currently effective regulations.

5. Henglue Law Firm's Reminder

There are three key points regarding the borrowing of qualifications: both the agreement and the construction contract are invalid, and the management fee clause also fails to take effect; invalidity does not prevent settlement, and the borrower can still claim depreciation compensation for projects that have passed the acceptance inspection; administrative penalties for borrowing qualifications will follow the borrower's license, and compliance is the only long-term solution. Those involved in disputes over the borrowing of qualifications can seek legal assistance through the following channels:Real estate transactions and construction projectsFor obtaining a comprehensive solution for the service, you can refer to the methods of pursuing the settlement of project payments.Creditor's rights and debts, and enforcement casesFor the plate, if it involves administrative penalties for qualification issues, the corresponding responses can be combined togetherIntellectual property protection and corporate lawFor plates involving the invalidation and liquidation of contracts, you can refer to the relevant provisions.Business and contract disputes in enterprisesPlate consultation.

VI. Frequently Asked Questions

Q1: Why are contracts signed with borrowed qualifications invalid?

Violating the mandatory provisions of the Construction Law prohibiting the lending and borrowing of qualifications for contracting projects, the judicial interpretation clearly stipulates that such construction contracts are invalid.

Q2: Can I still claim the project payment even if the contract is invalid?

Yes. If the project passes the acceptance, the contractor may request a discounted compensation according to the contract; if it fails the acceptance, the contractor may still claim the corresponding expenses after the project is repaired to meet the requirements.

Q3: Do I need to get a refund for the agency fee?

The management fees charged for the borrowing of qualifications are usually not supported if the contract is invalid. The fees already collected may be confiscated or offset against the project payment. There are differences in the handling of such cases in different regions.

Q4: How to deal with having your lending qualifications investigated?

They will face orders to make corrections, confiscation of illegal income, fines, and downgrading or revocation of qualifications; those involved in accidents may also bear joint and several liabilities for compensation and criminal responsibility.

Q5: How to change the subcontracting arrangement to a legal model?

It is either internal contracting, which is actually controlled by the enterprise, or entering the project through legal professional subcontracting and labor subcontracting, ensuring that the management of human, financial, and material resources is truly in place.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the interpretation of judgments in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials, to avoid missing the statutory time limit.Legal services for real estate transactions·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In case of disputes, please consult a practicing lawyer in time.