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 (live flagship). 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.
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.
WhoCash or in-kind?
IP, equipment, land-use.
FormWhat due date is in the AOA?
Now read against the five-year cap.
WhenAny unpaid after a call?
Acceleration / other-shareholder risk.
UnpaidWorking 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 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.