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How do you deal with the payment of registered capital?新公司法来了,你的企业注册资本缴纳问题怎么处理?

The newly passed Company Law will come into force on July 1, 2024. According to this law, the total amount of registered capital subscribed by all shareholders must be paid within five years from the date of the company's establishment. 

新通过的《公司法》将于 2024 年 月 日生效。根据该法,所有股东认购的注册资本总额必须在公司成立之日起五年内缴清。

The newly revised "Company Law of the People's Republic of China" has been voted and approved by the Standing Committee of the 14th National People's Congress during its 7th session, and it was promulgated by the Order of the President of the People's Republic of China No. 15, to be implemented from July 1, 2024. The revised "Company Law" removes 16 articles from the 2018 version and introduces modifications and additions to 228 articles, including substantial modifications to 112 articles. The following are 10 key reforms that have garnered special attention:


1.Improved system for legal representative.

2.Companies should establish employee democratic management organizations, such as the workers' congress.

3.Debt can be traced through horizontal and vertical shareholders' investments.

4.Registered capital must be fully paid within five years.

5.Enhanced audit rights for shareholders.

6.Improved regulations on company bonds.

7.Streamlined procedures for simplified company deregistration.

8.Company dishonesty is recorded in credit records.

9.Restricted regulations on executive compensation.

10.Enhanced provisions on legal liabilities.











Today, we will focus on the most sensitive interpretation of the fourth revised provision of the Company Law regarding changes to the payment of registered capital.


The revised Company Law explicitly states that all shareholders shall fully pay their subscribed capital within five years from the establishment of the company, according to the provisions of the company's articles of association. The subscribed system has been changed to a deadline-based payment system, which applies not only to newly established companies but also to existing companies.



1.For companies established before July 1, 2024, when should the registered capital be paid in full?


In principle, the registered capital should be paid within 5 years from the date of issuance of the business license. However, the new Company Law also states that, except for specific provisions in the company's articles of association, existing companies may follow a "N+5" model to complete the payment of registered capital. The value of N is most likely calculated on an annual basis. According to the latest news from Beijing, there may be a transitional period based on 3 years, but specific details need to wait for the release of new national and local policies.

Therefore, existing companies do not need to worry for now. It is advisable to wait for the issuance of detailed policies before planning the payment of registered capital.




2.What can be done if the registered capital cannot be paid on time or if one does not have enough capital to continue paying?


① Capital reduction 

Firstly, within 45 days, publicly announce the intention to reduce the company's capital to the creditors. If there are no issues regarding debt, the capital reduction process can be carried out at the industrial and commercial department after the announcement period expires. As for the extent of capital reduction, it is recommended to calculate based on the necessary expenses for the operation of the company. Remember that investors often pay for company expenses out of their own pockets, so it is advisable to obtain reasonable invoices and make significant payments from the company's account. These can serve as legitimate sources for registered capital. For small businesses, this is merely a transfer of funds between accounts, but it becomes legally justified and solves part of the registered capital issue.




② Cancellation

If the actual operation of the business is poor, even if the registered capital has not been fully paid, it is possible to apply for company cancellation within the specified time for payment. Similarly, a 45-day public announcement is required, followed by an application for cancellation to various departments such as tax, industry, and commerce, and banking.



③ Change in contribution method 

Registered capital can be in forms other than monetary, such as physical assets, land use rights, trademarks, intellectual property, patents, etc. For non-monetary contributions, they should be evaluated and priced accordingly, with the verification of the property. Overvaluation or undervaluation of non-monetary contributions should be avoided.



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Author 作者 | Lily


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