WFOE ops hub · M&A / exit flagship · Entity choice · Legal representative · Chop SOP · Liquidation · Profit remittance.
New limited companies (from 1 July 2024) must generally pay in the full subscribed capital within five years of incorporation. Companies already on the register typically have to bring their contribution schedule inside the 30 June 2032 theme — pay, reduce through the publicity / creditor path, or plan a real exit. Inflated “show” capital is now a cash and credit problem. Creditors can still accelerate unpaid capital if the company cannot pay its debts. A silent AoA edit is not a reduction. This is not how you take profits out — that is the dividend / tax-certificate page.
At a glance
| Question | Short answer |
|---|---|
| New WFOE from Jul 2024? | Full subscribed capital in 5 years — confirm the live Company Law text. |
| Old company? | Get the schedule inside the 2032 window, or reduce / exit. |
| Can we just lower the number? | Only via capital-reduction publicity + creditors — not a board email. |
| Unpaid if we go bust? | Shareholders can be called early. It is liability. |
| Is this dividends? | No. |
Scope and legal framework
Company Law Art. 47 (capital contribution term). Shareholders of a limited liability company shall pay the subscribed capital in full within the statutory period — generally five years from establishment for companies formed under the revised law.
Transition for existing companies. Implementing measures set a long-stop theme of 30 June 2032 for adjusting contribution schedules. Confirm the State Council / AMR circular your city is applying, including any simplified reduction publicity.
Acceleration / unpaid capital. If the company cannot pay due debts, creditors may require early contribution of unpaid subscribed capital. Unpaid capital is shareholder liability, not a free option.
Practical workflow
- Extract subscribed vs paid-in from the licence, AoA and capital-account bank letters.
- Choose: pay on a lawful schedule, reduce (publicity + creditors), or sell / liquidate.
- File AoA / AMR / National Enterprise Credit Information Publicity as required.
- Keep SAFE / capital-account proofs with the legal-rep pack — see chops.
Common mistakes
- Subscribing RMB 50 million “so the licence looks big.”
- Editing the AoA without the reduction publicity window.
- Assuming HQ can ignore unpaid capital after a share sale.
Action checklist
- One-page subscribed vs paid-in table.
- Path labelled: pay / reduce / exit.
- AoA and publicity calendar if reducing.
- Bank / SAFE owner named.
- Legal-rep and chop owners still in-country.
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