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Q&A on Capital Reduction of Chinese Companies

Q&A on Capital Reduction of Chinese Companies

  1. Is it possible for a Chinese company to reduce its registered capital?

    Answer: A Chinese company can apply to reduce its registered capital with the registration authority. But it must comply with and fulfill the capital reduction procedures stipulated in the Company Law of the PRC.

  2. What are the capital reduction procedures stipulated in the Company Law of the PRC?

    Answer: The capital reduction procedures stipulated in the Company Law of the PRC are as follows:

    (1)
    The company prepares a balance sheet and property inventory;
    (2)
    The shareholders' meeting passes a resolution on capital reduction;
    (3)
    The company notifies creditors within 10 days from the date of passing the resolution on capital reduction;
    (4)
    The company announces the capital reduction in newspapers or the National Enterprise Credit Information Publicity System within 30 days from the date of passing the resolution on capital reduction;
    (5)
    Creditors are entitled to demand the company to pay off their debts or provide corresponding guarantees within 30 days upon receipt of notice, or within 45 days from the date of announcement if they have not received the notice;
    (6)
    After the expiration of the announcement period, the company shall apply to the registration authority to change the registered capital in accordance with the law.

  3. What are the legal consequences of unlawful capital reduction of Chinese companies?

    Answer: According to the Company Law of the PRC, the legal consequences of a company's unlawful capital reduction mainly include:

    (1)
    Shareholders shall return the funds they have received.
    (2)
    The reduction or exemption of shareholders' obligation of capital contribution shall be restored to their original state.
    (3)
    Shareholders and responsible directors, supervisors, and senior management personnel who cause losses to the company shall be liable for compensation.
    (4)
    If the company is unable to pay its due debts, shareholders who illegally reduce their capital shall bear supplementary compensation liability for the debts that the company cannot pay off within the limit of the reduced capital.

  4. Is it possible for a Chinese company to reduce its registered capital not in line with the proportion of shareholders' contributions?

    Answer: According to the Company Law of the PRC, when a company reduces its registered capital, it in principle shall reduce the capital in accordance with the proportion of shareholders' capital contribution or shares. However, if it is otherwise stipulated by the law, with unanimous consent of all shareholders of a limited liability company, or otherwise provided in the articles of association of a joint stock limited company, the capital may also be reduced non-proportionally.

  5. What is formal capital reduction?

    Answer: Formal capital reduction refers to the type of capital reduction in which a company, in accordance with Article 225 of the Company Law of the PRC, uses the registered capital actually paid in by the shareholders to offset losses. It only reduces the paid in capital amount booked in the financial statements without returning contributed capital to the shareholders or exempting them from their capital contribution obligations.

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