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Corporate Service - China

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Q&A Regarding New Company Law of 2024 (9)

Answer
Q:
What happens when shareholders fail to pay their subscription capital in full and on time?
A:
If shareholders fail to pay their capital contributions in full and on time, they shall not only pay the full amount to the company, but also be liable for compensation for any losses caused to the company.

Q:
If a shareholder actually pays insufficient capital contribution, do other shareholders need to bear the responsibility?
A:
When a limited liability company is established, if a shareholder fails to actually pay the capital contribution in accordance with the provisions of the company's articles of association, or if the actual value of the non-monetary property actually contributed is significantly lower than the subscribed capital contribution, other shareholders at the time of establishment and the shareholder shall bear joint and several liability within the scope of insufficient capital contribution.

Q:
Is the board of directors responsible for the failure of shareholders to pay their subscribed capital in full and on time?
A:
After the establishment of a limited liability company, the board of directors shall verify the capital contribution of the shareholder, and if it is found that the shareholder has not paid the capital contribution in full as stipulated in the articles of association, the company shall issue a written urge for payment letter to the shareholder for the capital contribution. If the company suffers losses due to failure to fulfill the obligations of verification and call in time, the responsible director shall be liable for compensation.

Q:
What are the contents of a written urge for payment letter for capital contribution issued by a company to shareholders?
A: The company may set forth the grace period for the payment of capital contribution when it issues a written urge for payment letter for capital contribution to the shareholders; The grace period shall not be less than 60 days from the date on which the company issues the letter.

Q:
What should the company do if the grace period for payment of capital contribution expires and the shareholder still fails to make capital contribution?
A: When the grace period expires and the shareholder still fails to fulfill the obligation of capital contribution, the company may issue a written notice of loss of rights to the shareholder by resolution of the board of directors. From  the date of the notice issued, the shareholder loses the equity of his unpaid contribution.

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