The short answer
Registered capital has three moving parts: the amount subscribed in the articles, the deadline for paying it in, and the method of contribution. Since the Company Law revision took effect in July 2024, the deadline is five years from establishment. The amount has no statutory minimum in most sectors, but it is a real commitment: unpaid capital is a shareholder liability, and it can be called early if the company cannot pay its debts.
The practical consequence is that registered capital should be sized like a funding plan, not like a registration form. A figure that looks impressive at filing becomes a legal obligation on a clock.
Subscribed capital is a promise with a deadline
Chinese company law uses a subscribed-capital model: the shareholders agree to contribute a stated amount, the company registers that amount, and the contribution schedule is written into the articles and the registration file. The company does not need the money in the bank on day one.
What changed in 2024 is the outer limit. Under Article 47 of the 2023 Company Law, all shareholders must pay in full within five years of the company’s establishment. Before that, contribution periods were set by the articles and could run for decades, which is how companies ended up with large nominal capital and no money in them.
Two dates matter for foreign investors:
- 1 July 2024 — the five-year rule applies to companies established on or after this date.
- 30 June 2027 — companies registered before July 2024 whose remaining contribution period exceeds the limit must adjust their schedules by this date.
From 1 May 2026, the market regulation registration form records the contribution schedule itself, so the deadline is part of the public registration record rather than only an internal article.
How much capital to set
There is no statutory minimum for an ordinary limited liability company, and a low figure is not automatically a red flag. But three practical tests push the number up:
- What the business needs to operate before it earns. Salaries, rent, equipment, deposits and the first year of professional fees are the realistic floor.
- What the sector requires. Licensed activities — banking, insurance, payment services and some regulated businesses — have their own minimums and paid-in requirements.
- What the counterparties expect. Banks, landlords, tender issuers and large customers read registered capital as a signal of commitment, even where the law does not require it.
The mistake in both directions is the same: treating the figure as a score. Too high creates a liability the founders cannot fund and a capital-reduction process later. Too low can stall bank onboarding, licensing and the first large contract, and it may not cover the payroll the work-permit file depends on.
Paying it in: cash, non-cash and the bank step
| Method | What it involves | Requirements | Watch-outs |
|---|---|---|---|
| Foreign-currency cash | Wired from abroad into the company’s capital account | Foreign-exchange registration, bank inflow record, purpose stated as capital contribution | Must not be described as a loan or a service fee; the bank records the inflow as registered capital |
| RMB cash | Transferred in RMB from an eligible source | Documentation of the source and the capital nature of the payment | Domestic RMB loans cannot usually be used as capital |
| In-kind contribution | Equipment, machinery, materials | Valuation, transfer of title, import documentation where applicable | Used equipment needs a defensible valuation; customs and tax treatment follows the import |
| Intellectual property | Patents, trademarks, software copyrights | Valuation report, assignment to the company, registration where required | The IP must be transferable and free of licences or encumbrances that undermine the value |
| Equity in another company | Shares used as consideration | Valuation, transfer registration, approval where the target is regulated | Cross-border share swaps need tax and foreign-exchange analysis |
Cash contribution normally goes through a bank capital account with the foreign-exchange registration completed first, and the bank issues the inflow record that the accountant and the registry rely on. The company should keep the wire instructions, the bank slip and the accounting entry together: a contribution that cannot be traced from the shareholder to the capital account is difficult to defend later.
The 2027 transition for existing companies
A foreign investor who already owns a China company registered before July 2024 should check its articles now. If the remaining contribution period runs beyond five years from 1 July 2027, the company has until 30 June 2027 to adjust the schedule and record it.
The adjustment is not a formality. It changes the company’s funding obligation, may require a shareholder resolution and an amended article, and has to be reflected in the registration file. Companies that ignore it can be ordered to correct the schedule, and the shareholders remain exposed for the unpaid amount in the meantime.
For a dormant or under-used entity, the transition is a good moment to decide whether to fund it, reduce its capital, or deregister it. Carrying a large unpaid commitment for a company that no longer trades is the worst of the three options.
Capital reduction, transfers and exit
Registered capital can go down, but only through the statutory procedure: a shareholder resolution, notification to creditors, a public announcement period, and registration of the change. Creditors can demand repayment or security while the process runs. A reduction that skips those steps is treated as an unlawful return of capital, and the shareholders can be required to give the money back.
Transfers of equity that carry unpaid capital are another trap. The transferee takes on the contribution obligation, and the transferor can remain liable on a supplementary basis where the transferee fails to pay. A share transfer agreement that does not allocate the unpaid capital explicitly is a dispute waiting to happen.
Mistakes that create liability
- Setting capital to impress, then missing the schedule. The obligation survives; the credibility does not.
- Withdrawing capital after contribution. Paying the money in and lending it straight back to a shareholder is treated as capital withdrawal, not as a loan.
- Contributing IP that was never transferred. A valuation without an assignment leaves the company holding a promise, not an asset.
- Ignoring the 2027 adjustment. Existing companies with long schedules need to act before the deadline, not after.
- Treating capital as a personal account. Company money spent on shareholder expenses without a documented resolution creates tax and liability exposure.
- Skipping the foreign-exchange registration. Capital that arrives without the registration can be stuck: the bank cannot record it as capital, and the company cannot use it as paid-in capital.
The capital question is settled best before incorporation, with a funding plan and a realistic first-year budget. The foreign-invested company setup service covers the filing, and the WFOE vs JV vs RO guide explains how the entity choice changes the capital structure. Unpaid subscribed capital is called in at liquidation, which the company closure guide treats as the main exit risk. To have a figure and a schedule checked against the current local practice, contact an advisor.