5-Year Capital Contribution Rule · 注册资本五年实缴
Article 47 — Company Law of the PRC (2023, effective 1 Jul 2024)
Shareholders of a limited liability company must pay in their subscribed capital in full within five years of the company's establishment, as set out in the articles of association. This tightened deadline also applies to foreign-invested entities (e.g., a WFOE), so set registered capital realistically when incorporating.
有限责任公司全体股东认缴的出资额,应当由股东按照公司章程的规定,自公司成立之日起五年内缴足。这一实缴期限的收紧对外商投资企业(如外商独资企业WFOE)同样适用,设立时应合理设定注册资本。