State Administration for Market Regulation, Implementing Measures for the Administration of Company Registration

Promulgated: December 20, 2024
Effective: February 10, 2025

Main contents:  Where the deadline for the outstanding subscribed-for capital contributions to a limited liability company registered and established on or before June 30, 2024 is greater than five years counting from July 1, 2027, such deadline shall, on or before June 30, 2027, be revised to five years or less and the same shall be recorded in the articles of association of the company. The shareholders shall pay in their subscribed-for capital contributions in full by the revised deadline for the subscribed-for capital contributions. Where the deadline for subscribed-for capital contributions is less than five years counting from July 1, 2027 or the registered capital has been paid in in full, the deadline for subscribed-for capital contributions need not be revised.

The promoters or shareholders of a joint stock limited company registered and established on or before June 30, 2024 shall pay in full their subscription moneys for the shares subscribed for by them by June 30, 2027 (Article 8).

Where the production and operation of a company registered and established on or before June 30, 2024 has a bearing on a national interest or material public interest, the relevant State Council competent department or provincial-level people’s government shall give its opinion and, subject to the consent of the State Administration for Market Regulation, the capital contributions thereto may be made by the capital contribution deadline determined on or before June 30, 2024 (Article 9).

Where any of the circumstances set forth below applies to a company registered and established on or before June 30, 2024, the company registrar shall examine and determine whether the company’s registered capital is genuine or reasonable:

(1)        the deadline for subscribed-for capital contributions is at least thirty years;

(2)        its registered capital is at least RMB 1 billion; or

(3)        another circumstance that is clearly inconsistent with objective common knowledge applies (Article 10).

Where there is evidence showing that an applicant has obviously abused the independent status of corporate legal person or the limited liability of shareholders to maliciously divert property, evade debts or circumvent administrative penalties by means such as replacing the legal representative or shareholders, making a change to the registered capital or canceling the registration of the company, potentially jeopardizing the public interest, the company registrar shall deny the relevant registration or record filing in accordance with the law or, if the same has been carried out, revoke the same (Article 20).