Paid-Up Capital: Why Is It So Important in China?

In the 11th episode of Longan Law Firm’s ”China In & Out”, Frank Hong discusses the importance of paid-up capital in China against the backdrop of the latest amendment to the Company Law, which will take effect on 1 July 2024.

Published on 16 February 2024

This amendment to China’s Company Law mandates that shareholders of a limited liability company must make actual contributions to the company’s registered capital within five years of its formation, a significant shift from the post-2013 era where a more lenient subscription capital regime was in place, allowing shareholders to declare a timeline for capital contribution without strict enforcement.

Will the New Regime Solve the Problems Caused by Self-declaration of Capital Contributions in China?

The concept of registered capital is crucial in China for assessing a company’s financial credibility. Historically, this figure needed to be fully paid within a stipulated time frame, ensuring that companies had sufficient funds for operation and debt settlement. The 2013 reform liberalised this requirement, allowing companies to self-declare their capital contribution timeline, which has been criticised for enabling the inflation of registered capital figures without ensuring actual fund availability. This situation is believed to have contributed to financial instability, including the recent strains in China’s shadow banking system, real estate sector downturns, and the financial distress of numerous businesses.

But how effective will the revised capital contribution requirement be in the current economic context? It may not directly address the underlying issues of corporate governance or financial stability. Creditworthiness is a complex mix of perceptions and realities that goes beyond mere capital reserves, and the new mandate might not significantly influence a company’s ability to meet its financial obligations.

Does the US Regime Demonstrate That a Mandated Capital Contribution Regime Is Unnecessary?

The discussion extends to a comparative analysis with the United States, where companies are not obliged to declare their capital at the time of establishment, highlighting that robust corporate governance and a healthy market economy can exist without stringent capital contribution mandates. Hong reflects on the broader implications of these legal reforms on China’s market dynamics, innovation, and economic health, expressing scepticism about the effectiveness of tightening legal requirements on capital contribution as a solution to the country’s economic challenges.

This episode underscores the complexity of China’s legal and economic landscape, raising critical questions about the role of legal reforms in fostering a stable and thriving business environment. Hong’s insights invite listeners to consider the balance between regulatory oversight and market flexibility, and the potential impacts of legislative changes on China’s economic future

Longan Law Firm

Longan Law Firm, Chambers Expert Focus
2 ranked departments and 1 ranked lawyer
Learn more about the firm's ranking in Chambers Greater China Region
View firm profile

Chambers In Focus Newsletter

Sign up for our newsletter and never miss out on thought leadership content from legal experts and the key stories driving the legal profession forward.
Sign up here