Following the Beijing Municipal Administration for Market Regulation's Opinions on Comprehensively Carrying Out the Pilot Work on Promoting the High-quality Development of Business Entities (Draft for Comments), "the stock limited liability company shall adjust the remaining capital contribution period to less than 5 years within 3 years after the new Company Law takes effect...... The State Administration for Market Regulation has also issued the Provisions on the Implementation of the Company Law of the People's Republic of China on the Registration and Management System of Registered Capital (Draft for Comments), which provides detailed provisions on the transition period of three years and solicits opinions from the public. The specific provisions are as follows:
Article 3 In accordance with Article 266 of the Company Law, a three-year transition period is set up, from July 1, 2024 to June 30, 2027. If the capital contribution period of a company established before the implementation of the Company Law exceeds the period specified in the Company Law, it shall be adjusted during the transitional period.
If a limited liability company established before the implementation of the Company Law has a remaining capital contribution period of less than five years from July 1, 2027, there is no need to adjust the capital contribution period; If the remaining capital contribution period exceeds five years, the remaining capital contribution period shall be adjusted to five years during the transition period. The adjusted shareholder's capital contribution period shall be recorded in the company's articles of association, and shall be announced to the public on the national enterprise credit information publicity system in accordance with law.
Shares established before the implementation of the Company Law shall be fully paid up within the three-year transition period.
According to the provisions, limited liability companies established before the implementation of the new Company Law (July 1, 2024) are entitled to a three-year transition period (June 30, 2027) plus a five-year subscription period (June 30, 2032), which can be divided into three situations.
Scenario 1] A limited liability company established before the implementation of the new Company Law has a remaining capital contribution period of less than five years from July 1, 2027.
Company A was established on June 1, 2022, and the articles of association stipulate that the period of capital contribution subscription by shareholders is 10 years, that is, May 31, 2032. In this case, the remaining capital contribution period of Company A is earlier than the stipulated June 30, 2032, and there is no need to adjust the capital contribution period.
Scenario 2] A limited liability company established before the implementation of the new Company Law has a remaining capital contribution period of more than five years from July 1, 2027.
Company A was established on June 1, 2022, and the articles of association stipulate that the period of capital contribution subscribed by shareholders is 30 years, that is, May 31, 2052, at this time, the remaining capital contribution period of Company A exceeds the prescribed June 30, 2032, and the capital contribution period is adjusted to before June 30, 2032.
Situation 3] A limited liability company established after the implementation of the new Company Law shall be fully paid up within five years from the date of establishment of the company.
Company A was established on July 2, 2024, and the articles of association stipulate that the period of capital contribution subscription by shareholders is 30 years, that is, July 1, 2054. According to the new Company Law, Company A should be fully paid within 5 years from the date of incorporation, i.e. July 1, 2029. Therefore, the capital contribution stipulated in the company's articles of association violated the law.
Therefore, if your company is a stock limited liability company established before the implementation of the new Company Law, the maximum paid-up period is 8 years (3-year transition period + 5-year subscription period);
If your company is a limited liability company established after the implementation of the new Company Law, the maximum paid-up period is only 5 years (counting from the date of establishment, depending on the date of incorporation of the business license).
In addition to the above three situations, the Consultation Paper also provides specific provisions on the subscription period for existing companies that are obviously abnormal.
1] The term of the investment is more than 30 years.
2] Companies with a capital contribution of more than 1 billion yuan.
In these two cases, the company registration authority may study and judge the authenticity of the registered capital based on the shareholders' ability to make capital contributions, main projects, asset scale, etc. The company is required to provide a description of the situation, organize industry professional institutions to conduct assessments, and negotiate with relevant departments to determine whether there are obvious abnormalities in the company's capital contribution period and capital contribution. If it is judged to be an obvious abnormality, it is required to adjust it within 6 months.