新《公司法》2026年修订要点：注册资本实缴期限与股东责任强化

On July 1, 2024, the newly revised "Company Law of the People's Republic of China" officially came into effect, representing the most significant amendment since the law's initial promulgation in 1993. Among the changes, the adjustment to the registered capital contribution system—from "full subscription system" to "limited-term subscription system"—has attracted widespread market attention. As we enter 2026, with the first batch of companies subject to the new law entering their contribution countdown and the transition period deadline (June 30, 2027) approaching, corporate compliance adjustments have become imperative.

I. Revision Background and Core Changes

The 2013 revision of the Company Law established the registered capital subscription registration system, eliminating minimum registered capital requirements and initial contribution ratio requirements, significantly lowering the threshold for entrepreneurship and stimulating market vitality. However, in practice, issues such as "excessively long subscription periods," "astronomical registered capital," and "shell companies" emerged, affecting transaction security and harming creditor interests.

Article 47 of the new Company Law clearly stipulates: "The registered capital of a limited liability company shall be the total amount of capital contributions subscribed by all shareholders as registered with the company registration authority. The total amount of capital contributions subscribed by all shareholders shall be fully paid up within five years from the date of the company's establishment as stipulated in the company's articles of association."

This revision does not represent a return to the paid-in capital system but rather an improvement to the subscription system—maintaining entrepreneurial convenience while strengthening capital authenticity and shareholder accountability. On July 1, 2024, the State Council simultaneously issued the "Regulations on the Registration and Management of Registered Capital for the Implementation of the Company Law of the People's Republic of China," establishing a three-year transition period for existing companies.

II. Detailed Explanation of 5-Year Contribution System for New Companies

2.1 Scope of Application

The five-year contribution period applies to limited liability companies established on or after July 1, 2024. Joint stock companies, however, implement a stricter paid-in capital system where promoters must fully pay up their subscribed shares before the company's establishment.

Note that non-corporate enterprise legal persons, partnerships, sole proprietorships, individual industrial and commercial households, and farmers' professional cooperatives continue to operate under relevant laws and regulations and are not affected by this revision.

2.2 Time Calculation

The five-year period is calculated from the date of company establishment, not the business license issuance date or shareholder agreement signing date. For example, a company established on August 1, 2024, must have its registered capital fully paid up no later than July 31, 2029.

Contributions can be made in a lump sum or in installments, as long as the full amount is paid within five years. Shareholders should clearly specify the timing and amounts of each installment in the company's articles of association.

2.3 Application to Capital Increases

Capital increases are also subject to the five-year limitation. The contribution period for newly added registered capital is five years from the date of filing the capital increase application.

III. Three-Year Transition Period Arrangements for Existing Companies

For existing companies registered and established before June 30, 2024, the State Council has established a three-year transition period (July 1, 2024 to June 30, 2027) to provide companies with buffer time for adjustments.

3.1 Adjustment Rules

• No adjustment needed: If the remaining subscription period is less than five years from July 1, 2027, no adjustment to the contribution deadline is required
• Adjustment mandatory: If the remaining subscription period exceeds five years from July 1, 2027 (i.e., beyond June 30, 2032), the remaining contribution period must be adjusted to within five years before June 30, 2027

3.2 Maximum Deadline After Adjustment

After adjustment, existing companies must complete their capital contributions no later than June 30, 2032. For example, if a company completes its contribution deadline adjustment on May 1, 2026, the new subscription period must end no later than April 30, 2031.

3.3 Special Provisions for Joint Stock Companies

Promoters of existing joint stock companies must fully pay up their subscribed shares before June 30, 2027, without the five-year contribution period buffer.

IV. Strengthened Shareholder Liability and Forfeiture System

The new Company Law significantly strengthens shareholders' contribution obligations and the Board of Directors' supervisory duties, establishing a complete liability chain of "demand-payment-forfeiture-compensation."

4.1 Board's Duty to Verify and Demand Payment (Article 51)

After the establishment of a limited liability company, the Board of Directors shall verify shareholders' contribution status. If a shareholder fails to fully pay up contributions as stipulated in the company's articles of association, the company shall issue a written demand notice to such shareholder, which may specify a grace period for payment of no less than 60 days from the date of issuance.

Liability Note: Failure to timely perform verification and demand obligations, causing losses to the company, will result in compensation liability for responsible directors.

4.2 Shareholder Forfeiture System (Article 52)

If a shareholder fails to make contributions as stipulated in the company's articles of association and still fails to contribute after the grace period expires following the company's demand notice, the company may issue a forfeiture notice to such shareholder upon Board resolution. From the date of notice issuance, the shareholder loses equity rights corresponding to the unpaid contributions.

Forfeited equity shall be transferred according to law, or the registered capital shall be reduced accordingly and the equity cancelled. If not transferred or cancelled within six months, other shareholders shall fully pay up the corresponding contributions in proportion to their capital contributions.

4.3 Accelerated Contribution Maturity (Article 54)

If a company is unable to pay its due debts, the company or due creditors have the right to demand that shareholders who have subscribed to capital contributions but whose contribution deadlines have not yet matured pay up contributions in advance. This provision breaks the protection of "time benefits" and strengthens the principle of capital adequacy.

4.4 Joint Liability of Founding Shareholders (Article 50)

When a limited liability company is established, if a shareholder fails to actually contribute capital as stipulated in the company's articles of association, or if the actual value of non-monetary property contributed as capital is significantly lower than the subscribed contribution amount, other founding shareholders shall bear joint liability with such shareholder within the scope of the under-contribution.

V. Contribution Methods and Tax Costs

5.1 Contribution Methods

Shareholders may contribute capital in currency, or in non-monetary property that can be valued in currency and legally transferred, such as physical assets, intellectual property rights, land use rights, equity, or creditor's rights. However, property that laws or administrative regulations prohibit as capital contributions is excluded.

Non-monetary property contributed as capital shall be valued and priced, with property verified, and shall not be overvalued or undervalued. Where laws or administrative regulations provide for valuation and pricing, such provisions shall prevail.

5.2 Contribution Process

1. Shareholders transfer contribution funds to the company's basic deposit account (for monetary contributions)
2. Bank transfer remarks should indicate "investment funds" or "capital contribution"
3. The company issues a capital contribution certificate to the shareholder
4. Disclose paid-in capital information in the National Enterprise Credit Information Publicity System (within 20 working days)
5. For non-monetary contributions, complete property rights transfer procedures

5.3 Tax Costs

Paid-in registered capital primarily involves stamp duty:

• Tax item: Business account books
• Tax basis: Total amount of paid-in capital (share capital) and capital reserve
• Tax rate: 0.025% (2.5 per ten thousand)

Calculation Example: For paid-in registered capital of RMB 1 million, stamp duty payable = 1,000,000 × 0.025% = RMB 250

Note: Before December 31, 2027, small-scale VAT taxpayers, small and low-profit enterprises, and individual industrial and commercial households may enjoy a 50% reduction in stamp duty.

VI. Corporate Compliance Guidelines

Faced with the new Company Law's contribution requirements, companies may choose from the following response strategies based on their circumstances:

6.1 Full Contribution

Suitable for companies with sufficient capital, financing plans, or those needing to demonstrate strength. Completing capital contributions enhances corporate credit and competitiveness in bidding and bank loans.

6.2 Capital Reduction

Suitable for companies with inflated registered capital unable to make full contributions. Capital reduction requires strict procedures:

• Prepare balance sheets and property inventory
• Shareholders' meeting resolution on capital reduction (requires approval by shareholders representing more than two-thirds of voting rights)
• Notify creditors within 10 days from the resolution date, and publish announcement in newspapers or the National Enterprise Credit Information Publicity System within 30 days
• Creditors have the right to demand debt repayment or corresponding guarantees
• File change registration with the registration authority

6.3 Non-Monetary Asset Contribution

Companies facing cash flow pressure may consider completing contributions with intellectual property rights or physical assets. Note:

• Professional appraisal institutions must issue valuation reports
• Appraisal values must not significantly deviate from market values
• Timely completion of property rights transfer registration

6.4 Equity Transfer

Transfer equity to qualified transferees who will fulfill contribution obligations. Note: For equity where the transferor's contribution deadline has not yet matured, the transferee may bear joint liability.

6.5 Deregistration and Liquidation

For companies with no actual operations or intention to continue, deregistration is an option. However, note that creditors have the right to demand liability from shareholders and directors if debts are not settled before deregistration.

VII. Violation Consequences and Legal Liability

7.1 Administrative Penalties (Article 252)

Where a company's promoters or shareholders make false contributions, or fail to deliver or deliver on time monetary or non-monetary property as capital contributions, the company registration authority shall order correction and may impose fines of RMB 50,000 to 200,000; in serious cases, fines of 5% to 15% of the false or unpaid contribution amount shall be imposed; and directly responsible supervisors and personnel shall be fined RMB 10,000 to 100,000.

7.2 Credit Sanctions

The company registration authority will make special markings in the National Enterprise Credit Information Publicity System and disclose them to the public. Companies may be listed in the abnormal business operation directory, affecting loans, bidding, and government procurement.

7.3 Civil Liability

• Full contribution of capital to the company
• Compensation liability for losses caused to the company
• Supplementary compensation liability for company debts within the scope of unpaid contributions