On February 6, the State Administration for Market Regulation issued a document on actively implementing the "Company Law" to promote the adjustment of registered capital of existing companies in accordance with the law
A three-year transition period will be imposed on existing companies established before the implementation of the Company Law, which will run from 1 July 2024 to 30 June 2027.
A limited liability company can adjust the capital contribution period to less than five years during the transition period, and the capital contribution will be completed before June 30, 2032.
At the same time, it is clarified that if the remaining subscribed capital contribution period of a limited liability company is less than five years from July 1, 2027, it does not need to adjust the capital contribution period.
The draft provides a three-year transition period (July 1, 2024 to June 30, 2027) for older companies, i.e. those established before July 1, 2024.
It is a transition period of 3 years from July 1, 2024. Therefore, for the implementation of the new company law (2024.)7.1) If the capital contribution period of a previously established company exceeds the period stipulated in the Company Law, that is, more than five years, it shall be adjusted during the transition period.
Just looking at the policy, some friends may still be difficult to understand, let's give two examples to illustrate:
1.For example, the company was established in 2020 and agreed by all shareholders10-year subscription in place*In 2027, there are only 3 years left, and the transition period set up by the new company law clarifies that if the remaining subscribed capital contribution period of the responsible company is less than five years from July 1, 2027, there is no need to adjust the capital contribution period.
The amount of capital contribution subscribed by shareholders shall be determined by shareholders according to the actual business needs of the company, and shareholders shall pay the subscribed capital contributions in full and on time in accordance with the provisions of the articles of association.
2.If the remaining capital contribution period exceeds five years, the remaining capital contribution period shall be adjusted to five years within the transition period.
Or in the case just now, the company was established in 2020, and the setting is 15 years of paid-in place, so there are still 8 years left in 2027, which is more than the 5 years stipulated in the company law, so from July 2027, it has to be adjusted back to five years of paid-in. This means that the old company has a maximum of 8 years to pay in, with a transition period of 3 years (July 1, 2024 - June 30, 2027) plus a five-year payment period (July 1, 2027 - June 30, 2032).
Therefore, the bosses of the registered company do not need to rush to pay or reduce the capital.
But if you want to register a new company this year, we recommend registering before July 1, 2024. Because once this period has passed, there will only be 5 years of actual payment time, and there will be no 3-year transition period.
New Corporate Law