Subscribed Capital in China

Subscribed means promised — the five-year rule is what happens if the promise stays empty.

Each shareholder subscribes for a capital contribution in the AOA: amount, form (cash or in-kind) and due date. That subscription is the company’s claim against the shareholder. The 2023 Company Law compressed open-ended dates into a five-year default (related guide). Other shareholders and creditors can care. In-kind contributions need valuation. This page is the promise. Paid-in is performance. Registered is the public sum of subscriptions.

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 subscribed how much?

Per shareholder, not a blob.

Who

Cash or in-kind?

IP, equipment, land-use.

Form

What due date is in the AOA?

Now read against the five-year cap.

When

Any unpaid after a call?

Acceleration / other-shareholder risk.

Unpaid

Working rule: Each shareholder subscribes for a capital contribution in the AOA: amount, form (cash or in-kind) and due date.

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

One line for the group

No per-shareholder schedule.

SAMR and disputes need names.

Trademark at fantasy value

In-kind without appraisal.

Later clawback.

Due date 2099

Old model.

Reform target.

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 subscription clauseNames and amounts.

02Valuation if in-kindDated report.

03Bank-in vs still unpaidGap list.

Common confusions

Questions people ask before they build.

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

Can HQ subscribe but a local nominee pay?

Who is the shareholder of record is the legal question. Nominee structures are a different risk.

Does subscription equal equity percentage?

Usually yes for limited companies, unless the AOA lawfully says otherwise.

Primary authorities

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

PRC Company Law (NPC laws database)

SAMR

Gov.cn

National laws database (NPC)