China's Five-Year Registered Capital Rule

The revised Company Law of the People's Republic of China took effect on 1 July 2024. Article 47 generally requires shareholders of a limited liability company to pay their subscribed contributions, as set out in the articles of association, within five years from establishment.

That sentence is important, but it is not a complete counterparty finding. It does not make registered capital cash in the bank, and it does not place every company formed before July 2024 on one identical payment date.

Fill in the deadline worksheet before reading the number

The worksheet selects the applicable legal branch and exposes missing evidence.

Complete it for the exact Chinese legal entity named in the contract, not for a trading name or an English website brand.

1. Company type
   Copy the Chinese type from the current record. The five-year formation rule discussed here is principally an LLC rule. A joint stock company, partnership, individual business, or entity subject to a special capital regime cannot be forced into the same calculation.
2. Establishment date
   Record whether the company was established on or after 1 July 2024, or by 30 June 2024. This cutover decides whether the new-company rule or the transition provision is the starting point.
3. Capital event date
   Look for a later registered-capital increase. Under the current registration measures, newly subscribed capital in an LLC increase is generally payable within five years from the registration of that capital change. It may therefore run on a different timeline from the original capital.
4. Shareholder terms now on record
   Capture each shareholder's subscribed amount, contribution method, contribution date, and any paid-in amount or date actually disclosed. Do not turn a blank field into zero, and do not merge shareholders with different schedules into one invented deadline.
5. Public annotations and later events
   Check for deadline adjustments, capital reductions or increases, shareholder changes, abnormal-capital handling, correction records, special notations, and the retrieval date. An old snapshot cannot establish what was filed later.

The company type and establishment date are ordinary registration facts, but they still need a current source. A licence image may be stale or use a layout that does not show every filed item.

If those fields are unclear, first resolve them using the method in Does a Chinese Business License Expire? before attempting the capital calculation.

Send the worksheet down the branch that actually applies

1. Branch A: an LLC established on or after 1 July 2024
   For a newly established limited liability company, the starting point is straightforward: the shareholders' subscribed contributions are generally to be paid according to the articles within five years from the company's establishment. The charter is therefore part of the evidence. A report showing establishment on 1 August 2025 and a shareholder date in 2034 needs explanation because the displayed term appears longer than the general five-year window. A report showing a date in 2029 may still be within that window, but it does not prove that money has already been paid.
   Article 47 itself preserves exceptions where laws, administrative regulations, or State Council decisions provide separate rules for paid-in capital, minimum capital, or contribution periods. A buyer dealing with a regulated financial institution or another specially governed activity should not assume that the ordinary LLC timeline is the entire answer.
2. Branch B: an LLC established by 30 June 2024
   Older LLCs enter a transition, rather than being treated as newly formed on 1 July 2024. The State Council's registered-capital implementation provisions say that when the remaining subscribed contribution term, measured from 1 July 2027, exceeds five years, the company generally must adjust that remaining term by 30 June 2027 so that it falls within five years. The adjusted term is recorded in the articles, and shareholders pay within it.
   This is why the slogan “every old company must fully pay by 2029” is unreliable. It confuses the date for making a required adjustment with the end of the adjusted payment window, and it ignores companies whose remaining term is already shorter, companies that have paid in full, joint stock company rules, and stated public-interest exceptions.
   The current Measures for the Administration of Company Registration add useful operational detail. For a pre-July-2024 LLC, no adjustment is required under this transition rule when the remaining term measured from 1 July 2027 is under five years or the registered capital has already been fully paid. The same measures identify very long terms, very large capital, and other objectively unusual arrangements as circumstances that registration authorities may assess for truthfulness and reasonableness. Assessment is not the same as a buyer independently declaring the company fraudulent.
3. Branch C: later capital increase or a different legal regime
   A capital increase can create a separate clock. For an LLC, Article 7 of the registration measures generally places payment of newly subscribed capital within five years from registration of the capital change. The reviewer should preserve the pre-increase amount, the added amount, the change-registration date, the shareholder allocation, and any updated contribution dates. Reading only the current total erases the event that starts the newer deadline.
   A joint stock company is not an LLC with a different label. The formation and increase rules in the measures use full payment mechanics for subscribed shares, and the transition provision requires founders or shareholders of a company established by 30 June 2024 to pay for subscribed shares by 30 June 2027. Where the entity type or an industry-specific rule differs, stop the LLC worksheet and obtain the record or advice that owns that regime.

Keep four public records separate when their dates differ

Public data can help a buyer reconstruct the file, but different records answer different questions. The Interim Regulation on Enterprise Information Disclosure requires annual reports and event-based disclosures.

It also assigns responsibility for truthfulness and timeliness to the government department or company that published the information. Source and cut-off dates are therefore part of the finding.

• Current registration record
  Use this for the legal name, Unified Social Credit Code, company type, establishment date, registered capital, status, and currently available filing context. Registered capital is the amount subscribed in the registration system; it is not a live bank balance.
• Shareholder contribution disclosure
  For an LLC, subscribed and paid-in amounts, methods, and dates are among the information that must be published. The registration measures state that the relevant shareholder information is to be published through the National Enterprise Credit Information Publicity System within 20 working days after it arises. A field may still be company-reported rather than independently audited. Preserve who reported it and when.
• Annual report
  The annual report covers the previous year and includes shareholder or founder subscribed and paid-in amounts, dates, and methods for companies. It is a dated disclosure layer, not proof of the company's cash position on the day the buyer checks it. A 2025 annual report and an August 2026 capital event can both be accurate while showing different snapshots.
• Change and annotation history
  A capital increase, capital reduction, shareholder replacement, corrected contribution date, or special notation can explain why the current page and an older export disagree. Reconstruct the sequence through the company's change history instead of choosing whichever snapshot looks more favourable.

A disclosed paid-in figure shows what the cited record reports for its stated date. It does not prove current liquidity, solvency, ownership of a factory, product quality, or capacity to perform the buyer's order.

Work the opening case as of 7 August 2026

A practical company report should preserve the relevant source pages and retrieval date. Use the China company report workflow to establish the entity.

Then request evidence proportionate to the transaction: the current articles or amendment where appropriate, the shareholder contribution schedule, a capital verification or accounting document when material, and an explanation of any conflict between public snapshots.

Turn the calculation into a transaction condition

1. Continue and record the future date
   Use this response when the applicable contribution date is still in the future, the current records are coherent, no material special notation appears, and registered capital is not being used as a substitute for payment or performance evidence. Record the branch, source, and query date so the finding can be refreshed.
2. Continue conditionally while closing one evidence gap
   Use this when the old-company transition applies, the capital history is incomplete, an annual report conflicts with a later disclosure, or a large order makes the missing paid-in evidence material. Name the exact document or event needed and make it a condition before deposit, credit approval, or production release.
3. Escalate a material unresolved conflict
   Escalation is warranted when the current public record shows an overdue date, a special notation, an uncorrected obviously abnormal arrangement, or contradictory capital events that affect who must fund the company or meet the contract. The escalation should be framed around the unresolved fact and transaction exposure, not a generic accusation based on low paid-in capital.

Sample dated finding: On 7 August 2026, we matched the supplier to a limited liability company established on 18 May 2018 with RMB 50 million registered capital. An older public disclosure gives a 2050 contribution date, and no reliable paid-in amount was established from the evidence reviewed. Because the company predates 1 July 2024 and the displayed remaining term extends beyond the transition window, the record should be reviewed for an adjustment required by 30 June 2027. The company is not described as overdue solely from that old date as of the query date. Before approving a material advance payment, obtain the current shareholder schedule and any filed adjustment or capital-change evidence.

That conclusion is narrower than “the supplier is financially sound,” but it is useful. Another reviewer can reproduce it, understand the legal branch, and see the missing evidence.

Refresh the analysis when the company changes its capital, shareholders, contribution dates, legal form, or public annotations.