China Five-Year Capital Contribution Basics

Subscribed capital is a clock, not a slogan on the licence — five years is the default, not a private side letter.

The revised Company Law generally requires shareholders of a limited company to fully contribute their subscribed capital within five years of establishment, with SAMR transition arrangements for older companies. Directors have a checking duty; accelerated contribution can apply if the company cannot pay debts. Registered, subscribed and paid-in capital are related Quick Answers. Do not reprint a city transition deadline here — it moves. FX inbound contribution remains /china-fx-route-capital-contribution.

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.

What did you subscribe on the AOA/licence?

The number the clock runs on.

When was the company established?

New vs transition cohort.

When

Has anything actually been paid in?

Bank and capital-account proof.

Paid

Are creditors already circling?

Acceleration risk.

Debt

Working rule: The revised Company Law generally requires shareholders of a limited company to fully contribute their subscribed capital within five years of establishment, with SAMR transition arrangements for older companies.

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

Licence number is decoration

Writing RMB 10 million with no plan to pay.

Now a legal clock.

Ignore transition rules

Applying five years blindly to a 2015 WFOE.

Read current SAMR transition.

Broader Company Formation analysis needed

Creating /china-five-year-capital-contribution-rule.

This URL is the related guide.

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.

01AOA and business licenceSubscribed figures.

02Bank-in proofWhat is already paid.

03SAMR current transition textDated.

Common confusions

Questions people ask before they build.

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

Is five years from the licence date?

For new companies, generally from establishment. Older companies follow SAMR transition. Confirm the current notice.

Can we keep RMB 1 subscribed forever?

That model is what the reform targeted. Do not assume it still works.

Primary authorities

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

PRC Company Law (NPC laws database)

SAMR

Gov.cn

National laws database (NPC)