Interpretation of the Management System for Registered Capital Registration
2024 07/31
On July 1, 2024, the revised Company Law will be implemented, and the subscribed capital system for limited liability companies will be adjusted to a deadline for full payment (within five years from the date of company establishment), while joint stock limited liability companies will be uniformly adjusted to a paid in system. The new Company Law also stipulates that "for companies registered and established before the implementation of this Law, if their capital contribution period exceeds the period stipulated in this Law, they shall gradually adjust to within the period stipulated in this Law, except as otherwise provided by laws, administrative regulations or the State Council. In this context, the State Council has introduced the "Management System for Registered Capital Registration". The main contents of the "Management System for Registered Capital Registration" include:
1、 Adjust regulations and principles of information disclosure
1. Proactive adjustment: For companies registered and established before the implementation of the new Company Law, if the remaining subscribed capital period of a limited liability company exceeds 5 years from July 1, 2027, it shall adjust its remaining subscribed capital period to within 5 years before June 30, 2027 and record it in the company's articles of association. Shareholders shall fully pay their subscribed capital within the adjusted subscribed capital period; The initiators of a limited liability company shall pay the full amount of the subscribed shares before June 30, 2027.
2. Passive adjustment: The registration authority may, based on the company's business scope, operating conditions, shareholders' ability to contribute capital, main business projects, asset scale, etc., analyze and judge the obvious abnormalities in the company's contribution period and registered capital. If it is determined to violate the principles of authenticity and reasonableness, the registration authority may require the company to make timely adjustments.
3. Principle of Information Disclosure: If a company adjusts the amount, method, or period of subscribed and paid in capital by shareholders, or adjusts the number of shares subscribed by initiators, it shall disclose the relevant information to the public through the National Enterprise Credit Information Disclosure System (hereinafter referred to as the "Disclosure System") within 20 working days from the date of generation. The company shall ensure that the information disclosed in the preceding paragraph is true, accurate, and complete.
2、 Principles for handling special circumstances
1. Exception: If the company's production and operation involve national interests or major public interests, and the relevant competent department of the State Council or the provincial people's government puts forward opinions, the market supervision and administration department of the State Council may agree to its contribution according to the original contribution period.
2. Separate registration management: For companies whose investment period and registered capital do not comply with legal regulations and cannot be adjusted, if their business license has been revoked, they have been ordered to close or revoked, or they are listed in the list of abnormal operations due to their residence or business premises being unreachable, the registration authority will manage them separately, make special annotations in the public disclosure system, and publicize them to the public.
3. Announcement of cancellation: For those whose business license has been revoked, ordered to close, or whose cancellation has not been applied to the registration authority for cancellation within 3 years from the date of revocation, the registration authority may announce it through the public announcement system (the announcement period shall not be less than 60 days). During the announcement period, if relevant departments, creditors, and other interested parties raise objections to the company registration authority, the cancellation procedure shall be terminated. If there are no objections after the expiration of the announcement period, the registration authority may cancel the company registration.
3、 Supervision, Inspection, and Legal Responsibility
The registration authority adopts the method of randomly selecting inspection objects and randomly selecting law enforcement inspectors to supervise and inspect the company's public subscription and actual payment situation. If it is found that the shareholders or initiators of the company have not adjusted their capital contribution period and registered capital in accordance with the law, the registration authority shall order them to make corrections; For those who fail to make corrections within the deadline, the company registration authority shall make special annotations in the public disclosure system and publicize them to the society. If the subscribed capital or stock price is not paid in accordance with the law, or if the company fails to disclose relevant information in accordance with the law, it shall be punished in accordance with the relevant provisions of the Company Law and the Interim Regulations on Enterprise Information Disclosure.
1、 Adjust regulations and principles of information disclosure
1. Proactive adjustment: For companies registered and established before the implementation of the new Company Law, if the remaining subscribed capital period of a limited liability company exceeds 5 years from July 1, 2027, it shall adjust its remaining subscribed capital period to within 5 years before June 30, 2027 and record it in the company's articles of association. Shareholders shall fully pay their subscribed capital within the adjusted subscribed capital period; The initiators of a limited liability company shall pay the full amount of the subscribed shares before June 30, 2027.
2. Passive adjustment: The registration authority may, based on the company's business scope, operating conditions, shareholders' ability to contribute capital, main business projects, asset scale, etc., analyze and judge the obvious abnormalities in the company's contribution period and registered capital. If it is determined to violate the principles of authenticity and reasonableness, the registration authority may require the company to make timely adjustments.
3. Principle of Information Disclosure: If a company adjusts the amount, method, or period of subscribed and paid in capital by shareholders, or adjusts the number of shares subscribed by initiators, it shall disclose the relevant information to the public through the National Enterprise Credit Information Disclosure System (hereinafter referred to as the "Disclosure System") within 20 working days from the date of generation. The company shall ensure that the information disclosed in the preceding paragraph is true, accurate, and complete.
2、 Principles for handling special circumstances
1. Exception: If the company's production and operation involve national interests or major public interests, and the relevant competent department of the State Council or the provincial people's government puts forward opinions, the market supervision and administration department of the State Council may agree to its contribution according to the original contribution period.
2. Separate registration management: For companies whose investment period and registered capital do not comply with legal regulations and cannot be adjusted, if their business license has been revoked, they have been ordered to close or revoked, or they are listed in the list of abnormal operations due to their residence or business premises being unreachable, the registration authority will manage them separately, make special annotations in the public disclosure system, and publicize them to the public.
3. Announcement of cancellation: For those whose business license has been revoked, ordered to close, or whose cancellation has not been applied to the registration authority for cancellation within 3 years from the date of revocation, the registration authority may announce it through the public announcement system (the announcement period shall not be less than 60 days). During the announcement period, if relevant departments, creditors, and other interested parties raise objections to the company registration authority, the cancellation procedure shall be terminated. If there are no objections after the expiration of the announcement period, the registration authority may cancel the company registration.
3、 Supervision, Inspection, and Legal Responsibility
The registration authority adopts the method of randomly selecting inspection objects and randomly selecting law enforcement inspectors to supervise and inspect the company's public subscription and actual payment situation. If it is found that the shareholders or initiators of the company have not adjusted their capital contribution period and registered capital in accordance with the law, the registration authority shall order them to make corrections; For those who fail to make corrections within the deadline, the company registration authority shall make special annotations in the public disclosure system and publicize them to the society. If the subscribed capital or stock price is not paid in accordance with the law, or if the company fails to disclose relevant information in accordance with the law, it shall be punished in accordance with the relevant provisions of the Company Law and the Interim Regulations on Enterprise Information Disclosure.
