Registered Capital in China: the Five-Year Rule and the 30 June 2027 Deadline

Under the 2024 Company Law, the registered capital a Chinese company subscribed is no longer a number on a certificate — it is a debt with a due date. New companies have five years from establishment to pay it in full. Companies that existed before 1 July 2024 get a transition, but that transition has its own deadline: 30 June 2027. Foreign groups with a long-dormant WFOE or a legacy joint venture carrying an aspirational capital figure have less time than the 2032 outer limit suggests.

1. The rule: five years, and it applies to your WFOE

China ran an open-ended subscription system for a decade. A company could register RMB 50 million of capital, write "payable by 2065" into its articles, and never fund it. The revised Company Law, in force 1 July 2024, closed that. Article 47 requires the shareholders of a limited liability company to pay their subscribed capital in full within five years of the company's establishment, in accordance with the articles of association.

This applies to foreign-invested companies exactly as it applies to domestic ones — a WFOE and a Sino-foreign joint venture are Chinese limited liability companies, and have been squarely inside the Company Law since the Foreign Investment Law unified the framework. If you are incorporating now, the number you choose is a five-year funding commitment from the date on the business licence; we cover where that decision sits in the wider sequence in setting up a WFOE in China.

Subsequent increases run their own clock: an LLC has five years from the registration of the capital increase to pay the new tranche.

2. If your company existed before 1 July 2024: two dates, not one

Existing companies were not put on the five-year clock overnight. The State Council Provisions on Implementing the Registered Capital Registration Administration System under the Company Law (Order No. 784), published and in force on 1 July 2024, set a three-year transition period running from 1 July 2024 to 30 June 2027.

The mechanics are worth stating precisely, because the two dates get conflated:

• 30 June 2027 — the adjustment deadline. An LLC registered before 1 July 2024 whose remaining payment period would still extend more than five years beyond 1 July 2027 must shorten that period to within five years, and must do so by 30 June 2027, recording the change in its articles of association and on the public register.
• 30 June 2032 — the outer payment limit. A company that uses the full transition and then the full five years reaches the latest possible pay-in date of 30 June 2032. That is a derived outer limit, not a grace period you can assume: it only exists if you complete the adjustment step on time.

If the remaining schedule is already inside five years from 1 July 2027 — or the capital is already fully paid — nothing needs to change. The companies with a problem are the ones carrying a decade-plus payment horizon set under the old system, which is a very common pattern in dormant holding vehicles and in JVs whose capital schedule was a negotiated compromise nobody revisited.

3. A company limited by shares has no buffer

The five-year rule is an LLC rule. For a company limited by shares (joint-stock company), the promoters must pay their subscribed shares in full before registration — instalments are not available — and a capital increase must be fully paid before the increase is registered.

For existing joint-stock companies the transition is correspondingly harsher: those registered before 1 July 2024 must have their shares paid up in full by 30 June 2027. There is no five-year tail. If a group has restructured a China entity into a joint-stock company ahead of a listing or an investment round, this is the deadline to diarise.

4. What actually bites: the registrar and the public record

Foreign management often asks what the penalty is for missing the deadline, expecting a fine. The more immediate consequence is administrative, and it is sharper than a fine because it stops transactions.

The Implementation Measures for the Administration of Company Registration, in force 10 February 2025, direct registration authorities to assess whether a company's registered capital and payment period are genuine and reasonable — expressly where the contribution period exceeds 30 years or the registered capital exceeds RMB 10 billion. More generally, the authority may require prompt adjustment where the subscribed amount or the schedule looks abnormal against the company's business scope, actual operations, asset scale and the shareholders' capacity to contribute.

Companies that do not adjust are subject to separate administration: a special notation in the National Enterprise Credit Information Publicity System and public announcement. In practice that flag is what hurts — the capital position of a Chinese company is public information, and counterparties, banks and acquirers read it. A registrar that will not process your next filing, and a public record that says you are non-compliant, arrive long before any penalty does.

5. If you cannot fund it, reduce it — properly

Where the registered figure is genuinely beyond what the business needs, the answer is usually a capital reduction, not a missed deadline. It is a formal procedure with a creditor-facing clock built in (Company Law Article 224):

• a shareholders' resolution, plus a balance sheet and inventory of assets;
• notice to known creditors within 10 days of the resolution, and public announcement within 30 days — in a newspaper or through the National Enterprise Credit Information Publicity System;
• creditors may then demand repayment or security — within 30 days of the notice, or 45 days from the announcement where no notice was received;
• reduction is pro rata across shareholders unless all shareholders agree otherwise, which matters in a JV where only one side wants out of its commitment.

A reduction limited to making good accumulated losses follows a lighter route — no creditor notice, but still the public announcement — and does not return money to shareholders. Budget two to three months for a straightforward reduction, longer if a bank or landlord asks for security, and note that local registration practice varies. Starting a reduction in the spring of 2027 is not a plan.

6. Four ways unpaid capital becomes a shareholder's problem

The deadline is only half the story. The 2024 Company Law also rebuilt the enforcement machinery around unpaid capital, and it now reaches shareholders and directors directly.

• Acceleration (Article 54). Where the company cannot pay its debts as they fall due, the company — or a creditor — may require shareholders to pay up early, whatever the agreed schedule says. A payment date in 2032 is no defence to a creditor in 2027. This is now a standard route against an under-funded debtor; see recovering a debt from a Chinese customer.
• Directors must call the capital (Article 51). The board has an affirmative duty to verify contributions and to issue a written call notice where a shareholder is late. Directors who fail to do so are liable to the company for the resulting loss — a real exposure for the expatriate or headquarters nominee sitting on a China board.
• Forfeiture (Article 52). After a written reminder with a grace period of not less than 60 days, the board may resolve to issue a forfeiture notice, and the defaulting shareholder loses the equity corresponding to the unpaid contribution.
• Transfers do not clean the slate (Article 88). Where equity with an unpaid subscription is transferred, the obligation passes to the transferee — and the transferor remains on the hook if the transferee does not pay on time. Unpaid capital therefore belongs in share purchase diligence, not just in the accounts.

7. What to do before 30 June 2027

For most foreign groups this is a short exercise, and it is much cheaper done now than in the queue in 2027:

1. Pull the register for every China entity — subscribed capital, paid-in capital and the payment date in the current articles. Include dormant and holding entities; they are the usual offenders.
2. Sort into three buckets: already compliant; needs the schedule shortened; needs the figure reduced.
3. Decide fund-or-reduce on business need, not on the historic number. Remember that funding the capital is also the cheapest way to get money into China — see getting profits out of China for the return leg.
4. Execute the corporate steps properly — shareholder resolution, amended articles, registration filing and public disclosure. In China these are chop-and-filing exercises, and the company chops have to be available to do them.
5. For a JV, start the conversation early. Any change to the capital schedule is a shareholder-level decision, and a partner who does not want to fund will not become easier to negotiate with as the deadline closes.

If you are still choosing a structure rather than fixing one, the capital commitment differs by vehicle — a representative office has none at all. See WFOE, JV or representative office, or our corporate, compliance & data practice page.

Frequently asked questions

Sources

• State Council — Provisions on Implementing the Registered Capital Registration Administration System under the Company Law (Order No. 784, published and in force 1 July 2024; original Chinese text).
• DLA Piper — China releases implementing provisions on registered capital registration — the three-year transition and the registrar's power over abnormal figures.
• Norton Rose Fulbright — implementation rules on capitalisation requirements — the adjustment deadline and the 2032 outer limit.
• Pinsent Masons — China clarifies capital contribution requirements — the Implementation Measures for the Administration of Company Registration (in force 10 February 2025), the 30-year / RMB 10 billion triggers, and joint-stock companies' 30 June 2027 date.
• China Briefing — registered capital payment terms and the transition period.
• Internal: setting up a WFOE in China; WFOE, JV or representative office; recovering a debt from a Chinese customer.

This article is general information for foreign companies, not legal advice on any specific matter. Rules and practice change; please take advice on your facts.

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