New Companies LawThe term of the investment isyears stillAnnual paid-in
Author: Mao Cheng, Tianjin Yiqing Law Firm.
On December 29, 2023, the amendment of the new "Company Law" was passed, which has a certain impact on more than 43 million companies and enterprises across the country, and the shareholders of the company are particularly concerned about the issue of the paid-in registered capital of the company after the amendment. Explain in detail (based on the draft opinion):
The State Administration for Market Regulation (SAMR) has issued a relevant announcement, and the draft for comments in the announcement (with a deadline of March 5, 2024) clearly stipulates the "transition period". There is a difference between a limited liability company and a share*** paid-in.
1. Limited liability company
After July 1, the maximum period of paid-in capital contribution of shareholders of a newly established limited liability company is 5 years.
2. The transition period for existing companies (companies established before the implementation of the new company law) is 3 years from July 1, 2024 to June 30, 2027, and the maximum paid-in period is 5 years, that is, from July 1, 2027 to June 30, 2032.
In other words, all existing shareholders of a limited liability company should pay in full the subscribed capital contribution by June 30, 2032 at the latest.
3. If the capital contribution period of the shareholders of the existing limited liability company is less than 5 years from July 1, 2027, there is no need to make adjustments.
If the existing company does not take the initiative to adjust the capital contribution period during the transition period, the company registration authority may require the company to adjust the capital contribution period in accordance with the law, and the initiative lies with the company registration authority.
Second, shares***
Shares are special in this revision of the Company Law, and it is particularly reminded that there is no 5-year paid-in period for shares, only a 3-year transition period, that is, from July 1, 2024 to June 30, 2027, during which the shares subscribed for shares will be paid in full.
3. Consequences of not adjusting the term of capital contribution
If the company fails to adjust the term and amount of capital contribution in accordance with the regulations, the company registration authority shall mark it on the national enterprise credit information publicity system and publicize it to the public.
Example: Example 1: Feitian Company was established in January 2020 with a registered capital of RMB 1 million, and the articles of association stipulate that the registered capital should be paid in January 2050.
According to the provisions of the new company law, Feitian Company shall adjust the capital contribution period from January 2050 to June 30, 2032 (the second period) from July 1, 2024 to June 30, 2027 (the first period). The first period is a transitional period, and the second period is a maximum of 5 years for the capital contribution period.
Example 2: Feitian Company was established in January 2020 with a registered capital of RMB 1 million, and the articles of association stipulate that the registered capital should be paid in before January 2030.
According to the regulations, the paid-in capital period of Feitian Company does not exceed 5 years after the transition period, so the capital contribution period of Feitian Company does not need to be adjusted.
Example 3: If Feitian Company is registered in October 2024, then the capital contribution period of Feitian Company's registered capital is up to 5 years, that is, it will be paid in before October 2029.
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