Registered capital in mainland China: what changes on 30 June 2027?
The five-year rule, the transition deadline, abnormal capital, liability for unpaid contributions — and what to check in a company file
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For thirty years, the registered capital of a Chinese company said little about its means. Shareholders subscribed a figure and could promise to pay it in twenty, thirty or fifty years; some never intended to pay at all. The revised Company Law, in force since 1 July 2024, puts an end to this: subscribed capital must now be paid within five years, and companies registered before July 2024 have until 30 June 2027 to bring their schedules into line. Less than nine months remain, and the adjustments are already visible in the national register. This note sets out the rule, the deadline, how the registries treat abnormal capital, who answers for capital that is not paid — and what to check in a company file.
What changed in 2024?
China kept the subscription system (认缴制): shareholders still undertake to contribute a stated amount, and do not have to pay it all on incorporation. What the revised Company Law, adopted on 29 December 2023, changes is the time allowed. For a limited liability company, the subscribed capital must be paid within five years of incorporation (art. 47). For a joint-stock company, the shares must be fully paid before incorporation (art. 98). Both the subscribed and the paid-in amounts, with their dates, must be published on the national register (art. 40).
| Term | What it means in practice |
|---|---|
| Registered capital 注册资本 | For a limited liability company, the total capital subscribed by all shareholders, as recorded by the registry. It states what was promised, not what was paid. |
| Subscribed capital 认缴出资额 | The amount a shareholder has undertaken to contribute, with the date by which it must be paid. |
| Paid-in capital 实缴出资额 | The amount actually contributed. The figure is declared by the company itself on the register. |
| Contribution date 出资日期 | The date by which each shareholder must pay. Since 1 July 2024, it may not fall more than five years after incorporation. |
| Capital reduction 减资 | A decision to lower the registered capital, with notice to creditors and publication — the usual way to bring an unrealistic figure down. |
Who has to adjust, and by when?
The details are set by State Council Decree No. 784 of 1 July 2024 and by the Implementing Measures for Company Registration Administration (SAMR Order No. 95, in force since 10 February 2025). The transition runs from 1 July 2024 to 30 June 2027.
| Company | Situation | What it must do |
|---|---|---|
| Limited liability company registered by 30 June 2024 | Remaining contribution period longer than five years from 1 July 2027 | Shorten it and amend the articles of association by 30 June 2027; the capital must then be paid by 30 June 2032 at the latest. |
| Limited liability company registered by 30 June 2024 | Remaining period of five years or less, or capital already fully paid | Nothing (Order No. 95, art. 8). |
| Joint-stock company registered by 30 June 2024 | Shares not fully paid | Have the shares fully paid by 30 June 2027. |
| Any company that fails to adjust | — | The registry orders it to correct; failing that, a special annotation (特别标注) is placed on its public record (Decree No. 784, art. 6). |
| A company that cannot adjust | Licence revoked, or unreachable and on the abnormal operations list | It is placed under separate-register management (另册管理), with a public annotation (Decree No. 784, art. 7). |
Each change must be published on the national register within 20 working days (Decree No. 784, art. 4; Order No. 95, art. 11). SAMR may exempt companies linked to national or major public interests. As at 8 October 2026, no extension of the 30 June 2027 deadline had been published.
When is registered capital “obviously abnormal”?
Article 266 of the Company Law allows the registry to require a prompt adjustment where the period or the amount of capital is obviously abnormal (明显异常). Order No. 95 turns this into a duty to review: the registry must examine the companies registered before July 2024 whose registered capital is RMB 1 billion or more (about USD 148 million), whose contribution period is thirty years or more, or whose figures are otherwise contrary to common sense (art. 10).
The registry weighs the business scope, the actual operations and the means of the shareholders, and may call on experts. If it finds the capital abnormal, it requires an adjustment; a company that refuses cannot register any change until it has complied (art. 19). Local regulators have turned this into campaigns since 2025 — Chongqing, for instance, gives companies on its priority list 90 days to adjust or explain, and Shenyang 60 days to explain.
Who answers for unpaid capital?
Unpaid subscribed capital is a claim of the company, not cash in its account — and the revised law gives creditors a direct route to it.
| Rule | Who is liable, and when |
|---|---|
| Acceleration 加速到期 · art. 54 | If the company cannot pay a debt that has fallen due, the company or the creditor may demand early payment from shareholders whose contribution date has not arrived. |
| Transfer of unpaid shares art. 88 | The buyer must pay the shares up; the seller remains liable for what the buyer fails to pay. Where the shares were already overdue or overvalued, seller and buyer are jointly liable, unless the buyer did not and could not know. A reply of the Supreme People’s Court of 24 December 2024 applies the first rule only to transfers made after 1 July 2024. |
| Directors’ duty to verify art. 51 | The board must check the contributions and send written calls to the shareholders who have not paid. Directors who fail to do so answer for the loss. |
| Forfeiture 失权 · art. 52 | After a written call and a grace period of at least 60 days, the board may declare that a defaulting shareholder loses the unpaid shares. |
| Withdrawal of capital 抽逃出资 · art. 53 | A shareholder may not take back the capital paid in. The directors, supervisors and senior managers responsible are jointly liable with the shareholder. |
What should you check in a company file?
| Sign | Why it matters |
|---|---|
| Registered capital of RMB 1 billion or more, with no activity to match. | The registry must review it; the figure may have to come down. |
| A contribution date in the 2040s or later. | The schedule must be shortened by 30 June 2027. |
| Paid-in capital still nil, years after incorporation. | The capital shown is a promise, not a resource. |
| A large reduction shortly before signing. | The guarantee that creditors could count on has shrunk. |
| A special annotation or separate-register management. | The company has not complied, or cannot be reached. |
The paid-in figures are declared by the company. Publishing false or incomplete information is punishable by a fine of RMB 10,000 to 50,000 (about USD 1,500 to 7,400), and up to RMB 200,000 (about USD 29,700) in serious cases, with separate fines for the individuals responsible (Company Law, art. 251).
Registered capital shows what the shareholders promised. Paid-in capital, with its dates, shows what the company actually received — and therefore what stands behind its commitments. Until 30 June 2027, many records will still show schedules that the law no longer allows: read them as a question for the counterparty, not as an answer.
How can CCSS help?
For a company registered in Mainland China, the Corporate Basic Report sets out, in English and in Chinese, the share capital as recorded in the official register — subscribed capital, paid-up capital and currency — and, for each shareholder, the type, nationality, percentage held and the subscribed and paid-up amounts.
It shows where the unpaid capital sits and who owes it. It is delivered in seconds, upon order.
www.china-company-search.com — Report Types › Corporate Basic Report