What is registered capital in a Chinese company?

Registered capital (注册资本) is the amount a company’s shareholders commit to contribute, registered and printed on the Chinese business licence. Limited liability companies formed since 1 July 2024 must pay it in within five years of establishment. An older limited liability company whose deadline falls after 30 June 2032 must bring it forward by 30 June 2027.

The company registration form has a box for registered capital, and whatever goes in it becomes a dated promise. Each shareholder owes the company its share of that figure by the date in the articles of association, and the figure caps what a shareholder can lose if the company fails.^⁠[1] A creditor can call the money in before that date if the company cannot pay its debts. Since July 2024 the registration authority can also question a figure that looks obviously out of proportion to the business.^⁠[2]

How do registered, subscribed and paid-in capital differ?

Registered capital (注册资本) is the total all the shareholders have subscribed, and it is the figure printed on the business licence. Subscribed capital (认缴) is what each shareholder has undertaken to contribute, and by when. Paid-in capital (实缴) is what has actually reached the company. The three reach the public record by different routes. Registered capital is a registration item filed with the authority. Each shareholder’s subscribed and paid-in amounts are published by the company itself.^⁠[1]

Figure	Definition	On the record
Registered capital(注册资本)	The total the shareholders have subscribed	Registered with the authority, and printed on the business licence
Subscribed contribution(认缴出资)	What each shareholder has undertaken to pay, by what method, and by when	Published by the company on the National Enterprise Credit Information Publicity System, within 20 working days of the subscription and again of any change to it
Paid-in contribution(实缴出资)	What each shareholder has actually transferred so far	Published by the company on the same system, within 20 working days of each payment and again of any change

To anyone looking you up the effect is the same: both numbers sit on gsxt.gov.cn,^⁠[4] and so does the gap between them. The distinction bites when something is wrong. A registration item is corrected by filing a change; a publicity item is the company’s own statement, and the company carries the duty to keep it true, accurate and complete.^⁠[1] The same system carries the annual report, which is where most owners meet it.

Is registered capital the same as share capital in the US, UK or Hong Kong?

No. In China the figure is an amount of money each shareholder has promised to pay, with a statutory deadline: five years from establishment for a limited liability company (Article 47).^⁠[1] The founding papers of a Delaware corporation, an English company or a Hong Kong company record shares rather than a sum owed to the company by a date.

Company	What the founding papers fix	What the statute requires
China, limited liability company(有限责任公司)	A money amount: the total all shareholders have subscribed, registered with the authority	All of it paid in within five years of establishment, unless a sector law sets something stricter
United States, Delaware corporation	The number of shares the corporation may issue, and their par value or a statement that they have none	No minimum capital in the sections on formation and the certificate of incorporation
United Kingdom, public company (plc)	Shares allotted, each with a nominal value	At least £50,000 in nominal value allotted before it may trade, each share paid up to at least a quarter of its nominal value
United Kingdom, private company (Ltd)	Shares allotted, each with a nominal value	The £50,000 minimum is a condition of a public company’s trading certificate only
Hong Kong company	Shares with no par value since 3 March 2014; clauses on authorised capital are treated as deleted	No nominal value exists for a paid-up minimum to be measured against

Read the Chinese figure as a debt each shareholder owes the company on a timetable written into the articles. Say a Hong Kong holding company subscribes RMB 5 million in a new Shenzhen subsidiary. It owes the subsidiary RMB 5 million by the date in the articles, at the latest five years after establishment, whatever its own share capital says.^⁠[1]

How long do you have to pay registered capital in?

Five years for a limited liability company formed since 1 July 2024, counted from the day it was established, under Article 47 of the Company Law. That day is the issue date printed on the business licence.^⁠[1] A joint stock company works the other way round: under Article 98 its promoters pay for their shares in full before the company exists at all.^⁠[1] Companies already on the register when the rule arrived must bring longer periods gradually within the limit (Article 266), and the State Council regulation published the same day sets how: a three-year transition.^⁠[1,2,8]

Company	What has to happen	Deadline
Limited liability company registered from 1 July 2024	Subscribed capital paid in full	Five years from establishment
Limited liability company registered on or before 30 June 2024	Measured from 1 July 2027: if more than five years of the contribution period is still left to run, shorten it to five years or less and amend the articles of association. If not, nothing to change.	Articles amended by 30 June 2027; capital in by 30 June 2032 at the latest
Joint stock company registered from 1 July 2024	Promoters pay for their shares in full	Before the company is established
Joint stock company registered on or before 30 June 2024	Promoters pay for their subscribed shares in full	30 June 2027

Can the authorities challenge the figure you chose?

Yes, and this is the part that is new. The registration authority may look again at a contribution period or a registered capital figure that is obviously abnormal. It weighs the figure against the company’s business scope, the state of the business, the shareholders’ capacity to contribute, the main project and the size of the assets. The regulation sets no number for “obviously abnormal”, so whether a figure crosses the line is the authority’s judgment on those factors, case by case. If it concludes the arrangement is neither genuine nor reasonable, it can require the company to adjust. Ignore an order to correct and the registration authority adds a special notation (特别标注) to the company’s record on the National Enterprise Credit Information Publicity System, and publishes it. That is the same record a bank, a tender committee, a platform or a prospective customer opens when they check who they are dealing with.^⁠[2]

What happens if the capital is never paid in?

Four things, and none of them wait for the five years to expire:

1. The company has to chase it. The board must check what has been contributed and send a written demand for anything overdue (Article 51).^⁠[1]
2. The shareholder can lose the shares. After a grace period of at least 60 days from that demand, the company may serve a notice of forfeiture, and the shareholder loses the equity corresponding to the unpaid amount (Article 52).^⁠[1]
3. A creditor can bring the date forward. If the company cannot pay its debts as they fall due, a shareholder can be made to pay early, ahead of the agreed date. The company or a creditor whose debt is already due can demand it (Article 54).^⁠[1]
4. Selling out does not end it. Where equity whose contribution is not yet due is transferred, the buyer takes on the obligation, and the seller remains liable for whatever the buyer fails to pay on time (Article 88).^⁠[1] The Supreme People’s Court has confirmed that this applies only to transfers made after 1 July 2024.^⁠[9]

A shareholder who pays late is also liable to the company for the loss the delay causes (Article 49).^⁠[1] This is why the figure is worth an hour of thought at registration: it is the one number on the licence that can later be demanded of you personally.

One point is still moving. The Supreme People’s Court published a draft interpretation of the Company Law for consultation on 30 September 2025. It sets out when a creditor may call in a contribution early because the company objectively lacks the means to pay (draft Article 24). It had not been issued in final form when this page was checked on 5 October 2026.^⁠[10]

Is there a minimum registered capital in China?

For most business types, no. There is no general statutory minimum. Article 47 leaves room for other laws, administrative regulations and State Council decisions to set one, and a number of them do.^⁠[1] Where a sector figure exists, it usually arrives with a second condition that matters more than the number itself. The capital has to be genuinely paid in, which takes the five-year rule off the table for that sector altogether.

Activity	Minimum registered capital	Set by
Most business types	None	Company Law, Article 47: no general minimum, subject to any other law that sets one⁠[1]
Labour dispatch(劳务派遣)	RMB 2 million	Labour Contract Law, Article 57⁠[11]
Value-added telecoms(增值电信)	RMB 1 million within one province; RMB 10 million nationwide or across provinces. This is the category an ICP or EDI licence sits under	Administrative Measures for Telecommunications Business Licensing (MIIT Order 42), Article 6⁠[12]
Commercial bank	RMB 1 billion national, RMB 100 million city, RMB 50 million rural, and all of it paid in	Commercial Bank Law, Article 13⁠[13]

A second kind of floor is not statutory at all. It is set by whoever you need something from, in their own conditions rather than in any law, so it will not be found by reading the Company Law:

• The department issuing your licence. Even where the underlying law sets no minimum, the authority can set one in its own acceptance conditions. Those conditions are published by that authority and collected nowhere central, so finding them means going and asking.
• A private buyer’s tender, a marketplace’s merchant rules or a landlord’s lease terms. Each can name a figure of its own, and none is published centrally. Government procurement is the exception: since 1 January 2021 a government buyer may not use registered capital as a qualification or a scoring factor.^⁠[14]

Both kinds of floor are worth finding before you file rather than after.

Can you contribute something other than cash?

Money is the default, but Article 48 also allows contributions in kind, intellectual property, land use rights, equity and debt claims, and other non-monetary property that can be valued in money and lawfully transferred.^⁠[1] Two conditions travel with it: the property has to be genuinely valued rather than asserted, and it has to be transferred to the company. Both add steps to a timetable that now has a deadline on it.

Can the company spend its registered capital?

Yes. Once contributed, the money belongs to the company and is spent on whatever the company does. It is not a reserve that has to sit untouched in an account, and it is not a separate pot from operating cash. What it does do is fix the ceiling of a shareholder’s liability for the company’s debts at the amount subscribed, which is why the law cares whether it is real.^⁠[1]

It is far easier to send in than to bring back. A shareholder may not simply take contributed capital back out: it must be returned, and any director or manager responsible shares liability for the company’s loss (Article 53).^⁠[1] Three lawful routes return money to a shareholder: a dividend, a capital reduction, or liquidation. None of them is quick. A dividend comes only after losses have been made good and 10% of the year’s profit has gone to the statutory reserve, and then withholding tax applies.^⁠[1]

Every route also has to clear the foreign exchange rules on the way out: getting money back out of China is a subject of its own. A figure larger than the business needs is money you have undertaken to wire in and will wait a long time to see again.

How do you reduce registered capital?

Through a formal capital reduction, not an edit. It needs a shareholder resolution, a balance sheet and a schedule of assets. Every known creditor is notified within 10 days of the resolution, and the reduction is announced within 30 days, in a newspaper or on the publicity system. Creditors then have 30 days from the notice, or 45 days from the announcement if they were never notified, to require the company to pay them or give security (Article 224).^⁠[1]

A second, much narrower route exists for one purpose only. Where losses remain after a company has applied its reserves against them, it may reduce its registered capital to write those losses off (Article 225). Nothing leaves the company on that route: shareholders receive nothing back, and no shareholder is released from a contribution not yet made. Creditors are not notified, but the reduction is still announced within 30 days, and no profit may be distributed until the reserves reach half the new registered capital. It is an accounting correction, not a way around the five-year clock.^⁠[1]

It is doable and it is done often, but it is measured in months, not minutes, so it is far cheaper to choose a workable figure at the start.

How much registered capital should you set?

There is no figure that is right in the abstract. Three things set it at once:

• What you can genuinely transfer within five years. That is now the binding constraint rather than a distant formality. It is also the figure the registration authority can weigh against the rest of the file: the business scope, the state of the business, the main project, the size of the assets, and the shareholders’ own capacity to fund what they have promised.
• What the business actually needs to fund its first years. The capital is what the company runs on until it is self-funding. Raising the figure later is not a matter of wiring more money in. Registered capital is a registered item, so an increase means a shareholders’ resolution, amended articles and a change of registration before the money counts as capital at all.
• Whether a licence, a tender, a platform or a landlord sets a floor of its own, as set out above. Raising the figure afterwards is a filing and lowering it is a procedure measured in months, so the cheap moment to ask is before anything is lodged.

What should not drive it is how the number looks to a counterparty. Anyone competent reads the paid-in figure next to it, and a large subscribed amount against nothing paid in is a less flattering picture than a modest figure fully paid. The figure goes into the articles of association, which is one of the documents you file to register the company, so it is decided before the file is lodged rather than after.

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