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China’s Registered Capital Registration System

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China’s Registered Capital Registration System

According to the current Company Law of the PRC, the registered capital of a Chinese limited company is the capital or shares subscribed by all the shareholders. The liability of the shareholder of a limited liability company is limited to the amount of its subscribed capital contribution, while the liability of the shareholder of a joint‑stock limited company is limited to the nominal value of its subscribed shares.

After the implementation of the registered capital subscription registration system, the shareholders are not required to contribute their subscribed capital in full when establishing the company. The shareholders may, after the establishment of the company, make their capital contribution to the company in accordance with the mode and period of capital contribution agreed upon and recorded in the articles of association of the company.

The registered capital subscription registration system does not apply to all Chinese companies. It is stipulated clearly in existing laws, administrative rules and State Council decisions of the PRC that certain industries are still subject to the paid‑up capital registration system and not the subscribed capital registration system. The industries concerned are listed below.

No.	Description	Basis
1	Joint stock limited companies set up by way of fund raising	Company Law
2	Commercial banks	Law on Commercial Banks
3	Foreign-funded banks	Regulation on the Administration of Foreign-Funded Banks
4	Financial asset management companies	Regulation on Financial Asset Management Companies
5	Trust companies	Banking Supervision Law
6	Financial companies	Banking Supervision Law
7	Financial leasing companies	Banking Supervision Law
8	Auto finance companies	Banking Supervision Law
9	Consumer finance companies	Banking Supervision Law
10	Currency brokerage companies	Banking Supervision Law
11	Rural banks	Banking Supervision Law
12	Loan companies	Banking Supervision Law
13	Rural credit cooperative association	Banking Supervision Law
14	Rural mutual cooperatives	Banking Supervision Law
15	Securities companies	Securities Law
16	Futures companies	Regulation on the Administration of Futures Trading
17	Fund management companies	Law on Securities Investment Fund
18	Insurance companies	Insurance Law
19	Professional insurance agencies, insurance brokerages	Insurance Law
20	Foreign-funded insurance companies	Regulation on the Administration of Foreign-Funded Insurance Companies
21	Direct selling enterprises	Regulation on the Administration of Direct Selling
22	Foreign labour cooperation enterprises	Regulation on the Administration of Foreign Labour Cooperation
23	Financing guarantee companies	Interim Measures for the Administration of Financing Guarantee Companies
24	Labour dispatch enterprises	Decision of the 28th State Council Executive Meeting on 25 October 2013
25	Pawn shops	Decision of the 28th State Council Executive Meeting on 25 October 2013
26	Insurance asset management companies	Decision of the 28th State Council Executive Meeting on 25 October 2013
27	Small loan companies	Decision of the 28th State Council Executive Meeting on 25 October 2013

KAIZEN Group is equipped with experienced and highly qualified professional consultants and is therefore well positioned to provide professional advices and services in respect of the formation and registration of company, application for various business licences and permits, company compliance, tax planning, audit and accounting in China. Please call and talk to our professional consultants for details.

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All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.

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China’s Registered Capital Registration System

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