Under the revised PRC Company Law (effective July 2024), registered capital must be fully paid within 5 years of incorporation for LLCs — including WFOEs. Existing companies must adjust their articles to comply within a transition window. Overstating capital is now a real liability.
Key points: (1) 5-year rule: subscribed capital must be fully contributed within 5 years from establishment — plan a realistic number. (2) Existing companies: transition rules require article amendments to align paid-up schedules. (3) Consequences of overstating: personal liability of shareholders for unpaid amounts when the company can't pay debts; director liability for missed capital calls. (4) Practical sizing: capital should cover 6-12 months of operating costs + deposits — enough for bank credibility and visa/capacity checks, not vanity millions. (5) Capital increases later are straightforward; decreasing registered capital requires creditor notice procedures. (6) Capital can be contributed in cash (cross-border remittance through FDI capital account) or in-kind (appraised).
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Zhonghui Consulting handles FDI registration, WFOE setup, banking, accounting, and foreign-staff compliance end-to-end — fixed fees, English-speaking team, ICPA-licensed delivery.
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