Short answer: yes — for a limited liability company (the standard form for a foreign-invested enterprise) incorporated after 1 July 2024, all shareholders must pay in their subscribed registered capital in full within five years of the company’s establishment. Companies registered before that date have a transition period to bring their contribution schedules into line.

What does the law say?

China’s revised Company Law, adopted on 29 December 2023 and effective 1 July 2024, restores a real deadline to the subscription system (认缴制). Article 47 provides that shareholders of a limited liability company must pay their subscribed capital in full within five years from the date of establishment, as specified in the articles of association. Under the old rules a company could lawfully promise contributions decades into the future; for new companies, those open-ended schedules are no longer permitted. Because the clock runs from incorporation, register an amount the business genuinely needs — one the shareholders can actually fund within five years.

What about companies registered before July 2024?

Existing companies received a transition. Under the State Council’s implementation rules (effective 1 July 2024), a limited liability company registered before that date must adjust any remaining contribution period to within five years by 30 June 2027 — a company that adjusts near the end of the window could have until around 30 June 2032 to pay in. If the original amount was unrealistically large, the standard fix is to reduce registered capital through the statutory procedure (shareholder resolution plus creditor notice).

Is failing to pay in a criminal matter?

For most companies, no. Ordinary companies register under the subscription system: a 2014 legislative interpretation of the NPC Standing Committee confines the crimes of falsely declaring registered capital (Criminal Law Art. 158) and false contribution or withdrawal of capital (Criminal Law Art. 159) to companies still required to register paid-in capital — mainly certain financial institutions. For an ordinary company, late contribution is chiefly a company-law problem: the shareholder owes the company and its creditors, may lose voting or dividend rights under the articles, and can be sued for the unpaid amount. Do not fake the payment, though — fabricated bank slips or circular transfers meant to create the appearance of contribution can amount to fraud or disguised capital withdrawal, with personal liability for the shareholders involved.

Hypothetical example

Two founders set up a foreign-invested trading company in Shanghai in 2025 with RMB 10 million of registered capital subscribed under a five-year schedule. By year four, only RMB 1 million has been paid in. Their realistic options are to contribute the balance, reduce the registered capital to an amount they can actually fund, or — if they do nothing — to face creditor claims once the deadline passes. (Hypothetical scenario.)

Bottom line: under China’s new Company Law, registered capital is no longer a distant promise. New companies must pay in within five years, and older companies should review their schedules before the mid-2027 adjustment deadline.

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Frequently asked questions

Q: What does the law say?

A: China’s revised Company Law, adopted on 29 December 2023 and effective 1 July 2024, restores a real deadline to the subscription system (认缴制). Article 47 provides that shareholders of a limited liability company must pay their subscribed capital in full within five years from the date of establishment, as specified in the articles of association.

Q: What about companies registered before July 2024?

A: Existing companies received a transition. Under the State Council’s implementation rules (effective 1 July 2024), a limited liability company registered before that date must adjust any remaining contribution period to within five years by 30 June 2027 — a company that adjusts near the end of the window could have until around 30 June 2032 to pay in.

Q: Is failing to pay in a criminal matter?

A: For most companies, no. Ordinary companies register under the subscription system: a 2014 legislative interpretation of the NPC Standing Committee confines the crimes of falsely declaring registered capital (Criminal Law Art. 158) and false contribution or withdrawal of capital (Criminal Law Art. 159) to companies still required to register paid-in capital — mainly certain financial institutions.

Wang Guan | Co-founder, Beijing Haolue Law Firm | +86 17813108512