China’s SAMR Proposes New Rules on Disclosure of Corporate Registered Capital Information
Published 16 October 2026
Yu Du
On 15 October 2026, the State Administration for Market Regulation of China (“SAMR”) released the Provisions on the Disclosure of Corporate Registered Capital Information (Draft for Comments) (the “Draft Provisions”) for public comments. The Draft Provisions aim to standardize the disclosure of corporate registered capital information, enhance transparency, safeguard transaction security, and promote a trustworthy business environment. The deadline for submitting public comments is 15 November 2026.
Background and Legislative Development
China’s corporate registered capital regime has undergone significant reforms over the past three decades. Under the original PRC Company Law enacted in 1993, companies were generally subject to a paid-in capital regime, under which shareholders were required to make capital contributions in accordance with statutory requirements. The 2005 revision of the Company Law introduced greater flexibility in capital contributions while retaining certain minimum capital and payment requirements.
A major reform was introduced through the 2013 amendment to the Company Law, which took effect on 1 March 2014. The reform established a subscribed capital registration regime for most companies, allowing shareholders to determine their capital contribution amounts and payment schedules in the articles of association, subject to applicable statutory exceptions. By removing many minimum capital requirements and relaxing mandatory contribution deadlines, the reform reduced barriers to company formation and encouraged entrepreneurship and investment.However, the flexibility of the subscribed capital regime also created practical challenges. Some companies registered disproportionately high amounts of capital or adopted excessively long contribution periods without sufficient financial capacity to fulfil their commitments. Such practices weakened the reliability of registered capital information and increased risks for creditors and other market participants.
To address these concerns, the revised PRC Company Law [ https://eastlawlibrary.court.gov.cn/court-digital-library-search/page/lawsAndRegulations/detail.html?gid=A341401 ], adopted on 29 December 2023 and effective from 1 July 2024, retained the subscribed capital regime while introducing stricter contribution requirements. In particular, shareholders of newly established limited liability companies are generally required to fully pay their subscribed capital within five years of incorporation, unless otherwise provided by applicable laws or regulations. Existing companies are subject to transitional arrangements under the State Council’s implementing regulations [ https://eastlawlibrary.court.gov.cn/court-digital-library-search/page/lawsAndRegulations/detail.html?gid=A348826 ], which also took effect on 1 July 2024.
Against this background, the Draft Provisions seek to further implement the revised Company Law by clarifying disclosure obligations, strengthening the verification of paid-in capital information, and improving regulatory oversight. The proposed measures reflect a continued emphasis on ensuring that registered capital disclosures accurately represent shareholders’ financial commitments and their actual fulfilment.
Key Provisions of the Draft
1. Scope and Disclosure Requirements
The Draft Provisions apply to limited liability companies and companies limited by shares established in China, excluding their branches. They require companies to disclose relevant registered capital information through the National Enterprise Credit Information Publicity System [ https://shiming.gsxt.gov.cn/socialuser-use-rllogin.html ] within 20 working days after such information arises.For limited liability companies, the information subject to disclosure includes shareholders’ subscribed and paid-in capital amounts, methods and dates of contribution, and changes in equity interests. For companies limited by shares, the disclosure requirements cover the number of shares subscribed by promoters, their paid-in contributions, including contribution methods and dates, and changes in their shareholdings.
Companies must ensure that the information disclosed is truthful, accurate, complete, and timely.
2. Transitional Arrangements for Existing Companies
The Draft Provisions further clarify disclosure obligations applicable to companies established before 1 July 2024.For existing limited liability companies whose remaining subscribed capital contribution periods exceed five years calculated from 1 July 2027, the contribution periods must be adjusted to no more than five years by 30 June 2027. Under the Draft Provisions, the adjusted registered capital information must be disclosed within 20 working days following the adoption of the relevant shareholders’ resolution.
For companies limited by shares established before 1 July 2024, promoters must generally fully pay for their subscribed shares by 30 June 2027. The Draft Provisions specify the timing of disclosure following completion of monetary or non-monetary contributions and address disclosure requirements where promoters have transferred their shares.
The Draft Provisions also recognize exceptions for certain companies whose operations involve national interests or significant public interests, subject to approval by the competent authority.
3. Supporting Evidence for Paid-in Capital
One notable feature of the Draft Provisions is the introduction of more detailed requirements concerning evidence of paid-in capital contributions.
When disclosing paid-in capital information, companies would be required to submit identifying details of supporting documents through the National Enterprise Credit Information Publicity System. Such documents may include bank transaction records, property registration documents, asset valuation reports, audit reports, and capital verification reports.
The required details include the full name of the supporting document, filing or reference number, preparer, holder, issuing authority, and issuance date, as applicable. Companies may independently decide whether to make the supporting-document information available to the public.
This approach is intended to enhance the verifiability of capital contribution disclosures while distinguishing the information submitted to regulators from information made publicly accessible.
4. Regulatory Supervision and Information Sharing
The Draft Provisions seek to strengthen regulatory supervision through risk-based inspections, interdepartmental information sharing, and the use of professional verification services.
Market regulation authorities would be authorized to conduct random inspections based on companies' credit risk classifications and to initiate examinations in response to complaints, data monitoring, referrals, or other relevant information.
Where necessary, regulatory authorities may engage accounting firms, tax advisory firms, law firms, and other professional institutions to undertake audits, capital verification, consultation, or related work. The Draft Provisions also encourage the use of government data-sharing mechanisms to facilitate the submission and verification of capital contribution information.
5. Non-compliance and Administrative Penalties
The Draft Provisions establish more detailed consequences for failure to comply with registered capital disclosure requirements.
Companies that fail to adjust their registered capital or contribution periods as legally required may be ordered to rectify the non-compliance. If they fail to do so promptly, the relevant market regulation authorities may place a special notation against their records in the National Enterprise Credit Information Publicity System, which would be publicly accessible.
Companies that fail to disclose registered capital information within the prescribed period may be ordered to rectify the failure within 10 days and may face fines ranging from RMB 10,000 to RMB 50,000. In serious cases, fines may range from RMB 50,000 to RMB 200,000, while directly responsible supervisors and other directly responsible personnel may face fines ranging from RMB 10,000 to RMB 100,000. Continued failure to comply following an order to rectify may result in inclusion on the list of enterprises with abnormal operations.
Failure to disclose truthful registered capital information may also result in administrative measures and penalties under the PRC Company Law and the Interim Regulation on Enterprise Information Disclosure, as applicable.
The Draft Provisions contemplate implementation in 2027, although the precise effective date remains to be determined.
Comment
The Draft Provisions represent a further step in China’s efforts to strengthen the credibility and transparency of corporate registered capital information. Rather than fundamentally changing the subscribed capital regime, they seek to make existing contribution obligations more transparent, verifiable, and enforceable. If adopted, the measures could improve the reliability of corporate information available to creditors, investors, and other market participants, while reinforcing accountability for capital contribution disclosures.
For companies operating in China, the proposed rules would place greater emphasis on timely disclosure, accurate recordkeeping, and the availability of supporting evidence for paid-in capital. Companies should review their registered capital arrangements, outstanding contribution obligations, internal reporting procedures, and supporting documentation, particularly in light of the transitional deadline of 30 June 2027. Early preparation may help companies reduce regulatory exposure, avoid adverse credit records, and manage compliance risks as the new disclosure framework develops.
Background and Legislative Development
China’s corporate registered capital regime has undergone significant reforms over the past three decades. Under the original PRC Company Law enacted in 1993, companies were generally subject to a paid-in capital regime, under which shareholders were required to make capital contributions in accordance with statutory requirements. The 2005 revision of the Company Law introduced greater flexibility in capital contributions while retaining certain minimum capital and payment requirements.
A major reform was introduced through the 2013 amendment to the Company Law, which took effect on 1 March 2014. The reform established a subscribed capital registration regime for most companies, allowing shareholders to determine their capital contribution amounts and payment schedules in the articles of association, subject to applicable statutory exceptions. By removing many minimum capital requirements and relaxing mandatory contribution deadlines, the reform reduced barriers to company formation and encouraged entrepreneurship and investment.However, the flexibility of the subscribed capital regime also created practical challenges. Some companies registered disproportionately high amounts of capital or adopted excessively long contribution periods without sufficient financial capacity to fulfil their commitments. Such practices weakened the reliability of registered capital information and increased risks for creditors and other market participants.
To address these concerns, the revised PRC Company Law [ https://eastlawlibrary.court.gov.cn/court-digital-library-search/page/lawsAndRegulations/detail.html?gid=A341401 ], adopted on 29 December 2023 and effective from 1 July 2024, retained the subscribed capital regime while introducing stricter contribution requirements. In particular, shareholders of newly established limited liability companies are generally required to fully pay their subscribed capital within five years of incorporation, unless otherwise provided by applicable laws or regulations. Existing companies are subject to transitional arrangements under the State Council’s implementing regulations [ https://eastlawlibrary.court.gov.cn/court-digital-library-search/page/lawsAndRegulations/detail.html?gid=A348826 ], which also took effect on 1 July 2024.
Against this background, the Draft Provisions seek to further implement the revised Company Law by clarifying disclosure obligations, strengthening the verification of paid-in capital information, and improving regulatory oversight. The proposed measures reflect a continued emphasis on ensuring that registered capital disclosures accurately represent shareholders’ financial commitments and their actual fulfilment.
Key Provisions of the Draft
1. Scope and Disclosure Requirements
The Draft Provisions apply to limited liability companies and companies limited by shares established in China, excluding their branches. They require companies to disclose relevant registered capital information through the National Enterprise Credit Information Publicity System [ https://shiming.gsxt.gov.cn/socialuser-use-rllogin.html ] within 20 working days after such information arises.For limited liability companies, the information subject to disclosure includes shareholders’ subscribed and paid-in capital amounts, methods and dates of contribution, and changes in equity interests. For companies limited by shares, the disclosure requirements cover the number of shares subscribed by promoters, their paid-in contributions, including contribution methods and dates, and changes in their shareholdings.
Companies must ensure that the information disclosed is truthful, accurate, complete, and timely.
2. Transitional Arrangements for Existing Companies
The Draft Provisions further clarify disclosure obligations applicable to companies established before 1 July 2024.For existing limited liability companies whose remaining subscribed capital contribution periods exceed five years calculated from 1 July 2027, the contribution periods must be adjusted to no more than five years by 30 June 2027. Under the Draft Provisions, the adjusted registered capital information must be disclosed within 20 working days following the adoption of the relevant shareholders’ resolution.
For companies limited by shares established before 1 July 2024, promoters must generally fully pay for their subscribed shares by 30 June 2027. The Draft Provisions specify the timing of disclosure following completion of monetary or non-monetary contributions and address disclosure requirements where promoters have transferred their shares.
The Draft Provisions also recognize exceptions for certain companies whose operations involve national interests or significant public interests, subject to approval by the competent authority.
3. Supporting Evidence for Paid-in Capital
One notable feature of the Draft Provisions is the introduction of more detailed requirements concerning evidence of paid-in capital contributions.
When disclosing paid-in capital information, companies would be required to submit identifying details of supporting documents through the National Enterprise Credit Information Publicity System. Such documents may include bank transaction records, property registration documents, asset valuation reports, audit reports, and capital verification reports.
The required details include the full name of the supporting document, filing or reference number, preparer, holder, issuing authority, and issuance date, as applicable. Companies may independently decide whether to make the supporting-document information available to the public.
This approach is intended to enhance the verifiability of capital contribution disclosures while distinguishing the information submitted to regulators from information made publicly accessible.
4. Regulatory Supervision and Information Sharing
The Draft Provisions seek to strengthen regulatory supervision through risk-based inspections, interdepartmental information sharing, and the use of professional verification services.
Market regulation authorities would be authorized to conduct random inspections based on companies' credit risk classifications and to initiate examinations in response to complaints, data monitoring, referrals, or other relevant information.
Where necessary, regulatory authorities may engage accounting firms, tax advisory firms, law firms, and other professional institutions to undertake audits, capital verification, consultation, or related work. The Draft Provisions also encourage the use of government data-sharing mechanisms to facilitate the submission and verification of capital contribution information.
5. Non-compliance and Administrative Penalties
The Draft Provisions establish more detailed consequences for failure to comply with registered capital disclosure requirements.
Companies that fail to adjust their registered capital or contribution periods as legally required may be ordered to rectify the non-compliance. If they fail to do so promptly, the relevant market regulation authorities may place a special notation against their records in the National Enterprise Credit Information Publicity System, which would be publicly accessible.
Companies that fail to disclose registered capital information within the prescribed period may be ordered to rectify the failure within 10 days and may face fines ranging from RMB 10,000 to RMB 50,000. In serious cases, fines may range from RMB 50,000 to RMB 200,000, while directly responsible supervisors and other directly responsible personnel may face fines ranging from RMB 10,000 to RMB 100,000. Continued failure to comply following an order to rectify may result in inclusion on the list of enterprises with abnormal operations.
Failure to disclose truthful registered capital information may also result in administrative measures and penalties under the PRC Company Law and the Interim Regulation on Enterprise Information Disclosure, as applicable.
The Draft Provisions contemplate implementation in 2027, although the precise effective date remains to be determined.
Comment
The Draft Provisions represent a further step in China’s efforts to strengthen the credibility and transparency of corporate registered capital information. Rather than fundamentally changing the subscribed capital regime, they seek to make existing contribution obligations more transparent, verifiable, and enforceable. If adopted, the measures could improve the reliability of corporate information available to creditors, investors, and other market participants, while reinforcing accountability for capital contribution disclosures.
For companies operating in China, the proposed rules would place greater emphasis on timely disclosure, accurate recordkeeping, and the availability of supporting evidence for paid-in capital. Companies should review their registered capital arrangements, outstanding contribution obligations, internal reporting procedures, and supporting documentation, particularly in light of the transitional deadline of 30 June 2027. Early preparation may help companies reduce regulatory exposure, avoid adverse credit records, and manage compliance risks as the new disclosure framework develops.