Capital Increase in China

A capital increase is a filed corporate change — a parent wire without SAMR/AOA is just a pending argument.

To increase capital, shareholders resolve (usually two-thirds), amend the AOA, file with SAMR, then actually contribute (FX path if inbound). New subscriptions pick up Company Law contribution timing. Pre-emptive rights of existing shareholders matter unless waived. Banks and the licence must catch up. This is not paid-in-by-itself and not a SAFE-only story. Do not treat an intercompany loan as an increase.

The classification screen

4 questions before you choose the route.

This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.

Who must approve?

Majority in the AOA/Company Law.

Vote

Pre-emption waived?

Existing shareholders.

Rights

SAMR then bank?

Order of filings.

File

Inbound FX needed?

Open the FX contribution page.

Working rule: To increase capital, shareholders resolve (usually two-thirds), amend the AOA, file with SAMR, then actually contribute (FX path if inbound).

What changes the answer

The signal ledger.

These facts move the question beyond a label and into a product, money-flow and control analysis.

Signal

Ask the operating question

Why it changes the route

Wire first, file later

Money sitting unexplained.

Cleanup.

Loan labelled capital

Current-account vs capital-account.

Wrong.

Skip five-year clock

New subscription with a 20-year date.

Reform.

Prepare before you escalate

Bring a compact evidence docket—not a pitch deck.

Give a compliance team or counsel the operating facts that reveal the perimeter.

01Shareholder resolutionChinese, chopped.

02Amended AOANew figures.

03FX/bank planHow cash arrives.

Common confusions

Questions people ask before they build.

Short answers for orientation. The right result can change with the service model and current rules.

Does capital increase change ownership percentages?

Only if not pro rata. That is a deal term, then a filing.

Is a verification report required?

Not universally. Banks and some windows still ask.

Primary authorities

Reviewed sources support orientation, not a fact-specific assessment.

PRC Company Law (NPC laws database)

SAMR

Gov.cn

National laws database (NPC)