Introduction
This unit focuses on the 2023 revision’s renewed concern with capital credibility. Students map who promised what, when payment is due, who can accelerate payment, and how creditors use capital rules.
Key Legal Issues
- Subscription, contribution periods, and transitional adjustment.
- False contribution, late contribution, withdrawal of capital, and director responsibility.
- Capital reduction, distribution constraints, and creditor notice.
- How capital rules interact with contract claims and enforcement.
Hypotheticals
- Shareholders agree to a 30-year contribution period before the revised law takes effect.
- A company reduces registered capital while a supplier’s invoice remains unpaid.
- A director knows a contribution is unpaid but approves a distribution anyway.
Legislation
The Company Law provides the contribution framework. The State Council registered-capital provisions and SPC temporal-effect rules are essential for transitional disputes. Interpretation III, the Bankruptcy Law, state-owned asset transaction rules, and the Civil Code help students connect unpaid capital to creditor remedies, equity transfers, and contractual liability.
Cases
Guiding Case No. 9 is useful because capital and liquidation records become creditor-protection issues once a company can no longer satisfy ordinary debts.
Readings
The readings trace China’s movement from 2014 capital liberalization to renewed contribution discipline in the 2023 revision. Use them to ask whether registered capital is meant to inform creditors, discipline shareholders, or perform both functions.