Direct answer

Under the revised Company Law, shareholders of a newly established limited liability company generally must pay subscribed capital within the statutory contribution period reflect…

The commonly described ‘five-year rule’ should be explained together with its effective date, transitional treatment for older companies and the company’s actual capital needs.

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
Company establishment date
How does the matter involve company establishment date?
This operating fact can change the applicable legal route, evidence and next step.
Articles and subscribed capital
How does the matter involve articles and subscribed capital?
This operating fact can change the applicable legal route, evidence and next step.
Transition rules
How does the matter involve transition rules?
This operating fact can change the applicable legal route, evidence and next step.
Sector licensing/capital requirements
How does the matter involve sector licensing/capital requirements?
This operating fact can change the applicable legal route, evidence and next step.
Actual business funding plan
How does the matter involve actual business funding plan?
This operating fact can change the applicable legal route, evidence and next step.
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.

01Articles/shareholder registerInclude this in the compact fact file for review.
02Capital subscription scheduleInclude this in the compact fact file for review.
03Historical contribution evidenceInclude this in the compact fact file for review.
04Business budgetInclude this in the compact fact file for review.
05Any SAMR notice or capital adjustment planInclude this in the compact fact file for review.
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 this apply to joint ventures?

Generally yes for limited liability companies, including FIEs structured as LLCs. Confirm articles and transition rules for your formation date.

Can we just amend to a longer schedule?

Post-reform flexibility is constrained. Arbitrary extensions that conflict with statutory clocks are high risk—get counsel before amending.

Deep guide?

5-year capital deep page · Corporate lifecycle guide.

Primary authorities

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

Sources last checked: