The State Council issued the Regulations on the Implementation of the Registered Capital Registration and Management System of the Company Law of the People's Republic of China, and Li Qiang signed the State Council Order
Premier Li Qiang of the State Council signed a State Council Order to promulgate the "Regulations of the State Council on the Implementation of the Registered Capital Registration and Management System of the Company Law of the People's Republic of China" on July 1, 2024, which will come into effect on the date of promulgation. The "Regulations" have a total of 13 articles, mainly including the following contents.
First, clarify the transitional arrangements for the adjustment of the subscription period for existing companies. For companies registered and established before June 30, 2024, if the remaining subscription period of a limited liability company exceeds 5 years from July 1, 2027, it shall adjust its remaining subscription period to within 5 years before June 30, 2027 and record it in the company's articles of association. Shareholders shall pay the subscribed capital in full within the adjusted subscription period; the promoters of a joint-stock company shall pay the full amount of the shares they subscribed before June 30, 2027. If the company's production and operation involves national interests or major public interests, and the relevant competent departments of the State Council or provincial people's governments put forward opinions, the market supervision and administration department of the State Council may agree that it will contribute according to the original subscription period.
Second, it stipulates the handling of abnormal capital contributions of companies. If the capital contribution period and registered capital of a company are obviously abnormal, the company registration authority can make a judgment based on the company's business scope, business conditions, shareholders' capital contribution capacity, main business projects, asset scale, etc. If it is determined that it violates the principles of authenticity and rationality, it can require it to make timely adjustments in accordance with the law.
The third is to improve regulatory measures. If a company adjusts the amount of capital subscribed and paid by shareholders, the method of capital contribution, the term of capital contribution, or the number of shares subscribed by the promoters, it shall make public announcements to the society in accordance with the law. The company registration authority shall supervise and inspect the company's public disclosure of subscription and actual payment, and implement classified supervision according to the company's credit risk status. If a company fails to adjust the term of capital contribution and registered capital in accordance with the regulations, the company registration authority shall order it to make corrections; if it fails to make corrections within the prescribed time limit, the company registration authority shall make special marks in the national enterprise credit information disclosure system and make public announcements to the society.
In addition, the "Regulations" require that company registration authorities should strengthen guidance on companies' adjustments to capital contribution periods and registered capital, formulate specific operating guidelines, optimize processing procedures, and improve the level of registration convenience.
![The State Council issued the Regulations on the Implementation of the Registered Capital Registration and Management System of the Company Law of the People's Republic of China, and Li Qiang signed the State Council Order](https://a5qu.com/upload/images/af04532bc2b9dbfe1c2206c31bd14a7a.webp)
![](https://a5qu.com/s/user/default.webp)