State Council: The registered capital registration management system of the Company Law of the People's Republic of China came into force on July 1

Beijing News

2024-07-01 17:04The official account of the Beijing News

Premier Li Qiang signed an order of the State Council promulgating the Provisions of the State Council on the Implementation of the Company Law of the People's Republic of China on the Registration and Management System of Registered Capital on July 1, 2024, which will come into force on the date of promulgation. There are 13 articles in the Provisions, which mainly include the following.

The first is to clarify the transitional period arrangements for the adjustment of the subscription period of the existing companies. If a company registered and established before June 30, 2024, and the remaining subscribed capital contribution period of a limited liability company exceeds 5 years from July 1, 2027, it shall adjust its remaining subscribed capital contribution period to 5 years before June 30, 2027 and record it in the articles of association, and the shareholders shall pay the subscribed capital contribution in full within the adjusted subscribed capital contribution period; The promoter of a company limited by shares shall pay the full amount of shares according to the shares subscribed by it before June 30, 2027. If the company's production and operation involve national interests or major public interests, and the relevant competent departments of the State Council or provincial-level people's governments put forward opinions, the market supervision and administration department of the State Council may agree to make capital contributions according to the original capital contribution period.

The second is to stipulate the handling of abnormal capital contributions of the company. If the term of the company's capital contribution and registered capital are obviously abnormal, the company registration authority may make a judgment based on the company's business scope, business conditions, shareholders' ability to make capital contributions, main projects, asset scale, etc., and if it is determined that the principles of authenticity and reasonableness are violated, it may require it to make timely adjustments in accordance with law.

The third is to improve regulatory measures. The company shall make an announcement to the public in accordance with the law when adjusting the amount of capital contribution subscribed and paid-in by shareholders, the method of capital contribution, the period of capital contribution, or the number of shares subscribed by the promoters. The company registration authority shall supervise and inspect the company's public subscription and actual payment, and implement classified supervision according to the company's credit risk status. If the company fails to adjust the capital contribution period and registered capital in accordance with the regulations, the company registration authority shall order it to make corrections; If corrections are not made within the time limit, the company registration authority shall make a special mark on the national enterprise credit information publicity system and announce it to the public.

In addition, the "Provisions" require that the company registration authority shall strengthen guidance on the adjustment of the company's capital contribution period and registered capital, formulate specific operational guidelines, optimize the handling process, and improve the level of registration facilitation.

The full text is as follows:

Provisions of the State Council on the Implementation of the Registered Capital Registration Management System of the Company Law of the People's Republic of China

Article 1 These provisions are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the Company Law) in order to strengthen the registration and management of the company's registered capital, standardize the shareholders' performance of capital contribution obligations in accordance with the law, maintain the security of market transactions, and optimize the business environment.

Article 2 If a company registered and established before June 30, 2024, and the remaining subscribed capital contribution period of a limited liability company exceeds 5 years from July 1, 2027, it shall adjust its remaining subscribed capital contribution period to 5 years before June 30, 2027 and record it in the articles of association, and the shareholders shall pay the subscribed capital contribution in full within the adjusted subscribed capital contribution period; The promoter of a company limited by shares shall pay the full amount of shares according to the shares subscribed by it before June 30, 2027.

If the company's production and operation involve national interests or major public interests, and the relevant competent departments of the State Council or provincial-level people's governments put forward opinions, the market supervision and administration department of the State Council may agree to make capital contributions according to the original capital contribution period.

Article 3 If the term of capital contribution and the registered capital of a company are obviously abnormal, the company registration authority may make a judgment in light of the company's business scope, operating conditions, shareholders' ability to make capital contributions, main projects, and asset scale, and if it is determined that the principles of authenticity and reasonableness are violated, it may require it to make timely adjustments in accordance with the law.

Article 4 The company shall make an announcement to the public through the national enterprise credit information publicity system within 20 working days from the date on which the relevant information is generated.

The Company shall ensure that the information disclosed in the preceding paragraph is true, accurate and complete.

Article 5 The company registration authority shall supervise and inspect the company's public subscription and actual payment by randomly selecting inspection objects and randomly selecting law enforcement inspectors.

Company registration organs shall strengthen the interconnection and sharing of information with relevant departments, carry out categorical regulation based on the company's credit risk status, and strengthen the comprehensive application of credit risk classification results.

Article 6 If the company fails to adjust the capital contribution period and registered capital in accordance with these provisions, the company registration authority shall order it to make corrections; If corrections are not made within the time limit, the company registration authority shall make a special mark on the national enterprise credit information publicity system and announce it to the public.

Article 7: Where a company is included in the list of abnormal business operations because its business license has been revoked, ordered to close down, or revoked, or because it cannot be contacted through its domicile or business place, and the period of capital contribution and registered capital do not conform to these provisions and cannot be adjusted, the company registration organs shall manage it in a separate book, make a special mark on the national enterprise credit information publicity system, and announce it to the public.

Article 8 If a company fails to apply to the company registration authority for cancellation of the company registration for three years from the date on which its business license is revoked, ordered to close down, or revoked, the company registration authority may make an announcement through the national enterprise credit information publicity system, and the announcement period shall not be less than 60 days.

During the announcement period, if the relevant departments, creditors and other interested parties raise objections to the company registration authority, the cancellation procedure shall be terminated. If there is no objection after the expiration of the announcement period, the company registration authority may cancel the company's registration and make a special mark on the national enterprise credit information publicity system.

Article 9 If the shareholders or promoters of the company fail to pay the subscribed capital contribution or share payment in accordance with these provisions, or the company fails to publicize the relevant information in accordance with the law, they shall be punished in accordance with the relevant provisions of the Company Law and the "Interim Regulations on the Disclosure of Enterprise Information."

Article 10 The company registration authority shall strengthen guidance on the adjustment of the company's capital contribution period and registered capital, formulate specific operational guidelines, optimize the handling process, improve the efficiency of registration, and enhance the level of registration facilitation.

Article 11 The market supervision and administration department of the State Council shall, in accordance with these provisions, formulate specific implementation measures for the registration and management of the company's registered capital.

Article 12 In accordance with the Company Law and the regulations of the State Council, a listed company shall, in its articles of association, set up an audit committee in the board of directors and specify the composition, powers, and other matters of the audit committee.

Article 13: These Provisions shall come into force on the date of promulgation.