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China legal tool Corporate & startup National framework

China Cap Table
& Equity Dilution Simulator

Simulate PRC LLC founder ownership, new financing dilution, ESOP pool creation and subscribed/paid registered capital under the PRC Company Law.

Free calculatorPRC lawAssumption-led estimate
  1. 01Enter facts
  2. 02Get estimate
  3. 03Check assumptions
  4. 04Verify or escalate

Current company

Financing

This models dilution economically. Actual PRC implementation may use direct equity, a partnership platform, contractual incentives or other structures.
The balance is treated economically as capital premium / capital reserve for simulation purposes, subject to transaction structure and accounting/tax review.
Legal basis

PRC registered-capital overlay

For a PRC limited liability company, registered capital is the aggregate amount subscribed by shareholders and recorded with the registration authority. Under Article 47 of the current Company Law, shareholders of a newly established LLC generally must pay their subscribed contributions within five years from establishment, unless another law or regulation provides otherwise. New registered capital subscribed in an increase is likewise subject to the applicable five-year contribution period under the registration rules.

Companies established before 1 July 2024 are subject to transitional arrangements. Where the remaining contribution period from 1 July 2027 exceeds five years, the contribution period generally must be adjusted by 30 June 2027, subject to statutory exceptions.

Legal authorityReview the legal-basis section and cited source before relying on the output.
Tool typeCalculator
ScopeNational framework first
Local checkLocal rules and authority practice may differ
National framework → matter-specific file
Context note

The tool organizes the issue.
The facts determine the route.

China legal rules often begin with a national framework, while the operational answer can depend on location, dates, documents, status and authority practice. Use this result to structure the next verification step.

  • Check the inputs. Confirm dates, amounts, classifications and assumptions.
  • Read the authority. Verify the cited legal basis and effective version.
  • Localize the answer. Test relevant provincial, municipal or agency practice.
Working notes

Understanding this result

Use these checks before treating an automated output as a legal conclusion.

What does this tool provide?+

It provides a structured calculation, screening result or drafting aid based on the facts entered and the assumptions stated on this page.

What should be verified?+

Verify the legal authority, effective date, input data, territorial scope and any exclusions identified in the result.

Why can the operational answer differ?+

Documents, disputed facts, local implementation and authority discretion can affect the practical outcome.

When should the issue be escalated?+

Escalate material exposure, disputed facts, imminent deadlines, formal notices or any issue requiring representation or a legal opinion.

When the file needs review

Move from the tool to a verified legal route.

Use the output to organize the facts, then confirm the source, evidence, local implementation and available remedy before acting.