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China’s Registered Capital Registration System

China’s Registered Capital Registration System

According to the current Company Law of the PRC, the registered capital of a Chinese limited company is the capital or shares subscribed by all the shareholders. The liability of the shareholder of a limited liability company is limited to the amount of its subscribed capital contribution, while the liability of the shareholder of a joint‑stock limited company is limited to the nominal value of its subscribed shares.

After the implementation of the registered capital subscription registration system, the shareholders are not required to contribute their subscribed capital in full when establishing the company. The shareholders may, after the establishment of the company, make their capital contribution to the company in accordance with the mode and period of capital contribution agreed upon and recorded in the articles of association of the company.

The registered capital subscription registration system does not apply to all Chinese companies. It is stipulated clearly in existing laws, administrative rules and State Council decisions of the PRC that certain industries are still subject to the paid‑up capital registration system and not the subscribed capital registration system. The industries concerned are listed below.

No.


Description


Basis


1


Joint stock limited companies set up by way of fund raising


Company Law


2


Commercial banks


Law on Commercial Banks


3


Foreign-funded banks


Regulation on the Administration of Foreign-Funded Banks


4


Financial asset management companies


Regulation on Financial Asset Management Companies


5


Trust companies


Banking Supervision Law


6


Financial companies


Banking Supervision Law


7


Financial leasing companies


Banking Supervision Law


8


Auto finance companies


Banking Supervision Law


9


Consumer finance companies


Banking Supervision Law


10


Currency brokerage companies


Banking Supervision Law


11


Rural banks


Banking Supervision Law


12


Loan companies


Banking Supervision Law


13


Rural credit cooperative association


Banking Supervision Law


14


Rural mutual cooperatives


Banking Supervision Law


15


Securities companies


Securities Law


16


Futures companies


Regulation on the Administration of Futures Trading


17


Fund management companies


Law on Securities Investment Fund


18


Insurance companies


Insurance Law


19


Professional insurance agencies, insurance brokerages


Insurance Law


20


Foreign-funded insurance companies


Regulation on the Administration of Foreign-Funded Insurance Companies


21


Direct selling enterprises


Regulation on the Administration of Direct Selling


22


Foreign labour cooperation enterprises


Regulation on the Administration of Foreign Labour Cooperation


23


Financing guarantee companies


Interim Measures for the Administration of Financing Guarantee Companies


24


Labour dispatch enterprises


Decision of the 28th State Council Executive Meeting on 25 October 2013


25


Pawn shops


Decision of the 28th State Council Executive Meeting on 25 October 2013


26


Insurance asset management companies


Decision of the 28th State Council Executive Meeting on 25 October 2013


27


Small loan companies


Decision of the 28th State Council Executive Meeting on 25 October 2013







KAIZEN Group is equipped with experienced and highly qualified professional consultants and is therefore well positioned to provide professional advices and services in respect of the formation and registration of company, application for various business licences and permits, company compliance, tax planning, audit and accounting in China. Please call and talk to our professional consultants for details.


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