Reduction is a creditor-facing process — you cannot shrink the licence number to dodge the five-year clock without the notice steps.
Company Law capital reduction needs a shareholder resolution (typically two-thirds), a balance-sheet/asset inventory, notice to creditors and a public announcement, then SAMR registration. Creditors may require security or repayment. Using reduction to escape unpaid subscribed capital is a high-scrutiny path; SAMR has been tightening ‘reduce to dodge the five-year rule’ stories. This is not a dividend and not an exit. Follow current SAMR forms; this page does not freeze notice periods.
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.
Why are you reducing?
Real surplus vs dodging contribution.
WhyCreditor list and notice?
Statutory sequence.
CreditorsResolution majority?
AOA plus Company Law.
VoteSAMR will they take this story?
Local scrutiny.
WindowWorking rule: Map the regulated role before marketing or launch in China.
The signal ledger.
These facts move the question beyond a label and into a product, money-flow and control analysis.
Bring a compact evidence docket—not a pitch deck.
Give a compliance team or counsel the operating facts that reveal the perimeter.
Questions people ask before they build.
Short answers for orientation. The right result can change with the service model and current rules.
Can we reduce below paid-in?
The legal and accounting story must match. Do not self-serve a number.
How long is the notice?
Statute plus current SAMR practice. Confirm the current period; do not use a stale blog.
Primary authorities
Reviewed sources support orientation, not a fact-specific assessment.