China Registered Capital Explained: Minimum Requirements, Subscribed System & WFOE Rules (2026)

“How much registered capital do I need to start a company in China?” is one of the first questions foreign founders ask—and one of the easiest to answer badly.

Registered capital is not an incorporation fee and, for most ordinary limited liability companies, it does not have to be paid in full before the business licence is issued. But it is a real shareholder commitment. Since China’s revised Company Law took effect on 1 July 2024, a newly established limited liability company must generally complete its subscribed contributions within five years.

This guide explains the subscribed-capital system, the transition rule for older companies, how foreign-invested companies should choose an amount, and what happens when capital later increases or decreases.

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1. What Registered Capital Means in China

Registered capital (注册资本) is the total amount subscribed by the shareholders and registered with the company-registration authority. It appears on the business licence and in the articles of association.

Three concepts should be kept separate:

• Subscribed capital (认缴资本): the amount a shareholder commits to contribute;
• Paid-in capital (实缴资本): the portion already contributed; and
• Operating cash: money the company can actually use for lawful business expenses.

Once a cash contribution is paid into the company, it belongs to the company rather than remaining the shareholder’s personal money. It can normally be used for legitimate expenses such as payroll, rent, equipment, suppliers and inventory. It cannot simply be withdrawn as if the subscription never occurred.

For a limited liability company, shareholder exposure is generally linked to the subscribed contribution. That does not mean the shareholder can ignore an unpaid subscription. The company can demand payment when due, and if the company cannot pay debts as they fall due, the company or a creditor may require contributions that are not yet due to be paid early under the Company Law.

Registered capital is therefore best understood as a funding commitment with a deadline, not a marketing number.

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2. Is There a Minimum Registered Capital?

For most ordinary consulting, technology, trading, service and e-commerce limited liability companies, China does not impose a general statutory minimum registered capital.

That default has important exceptions. The Company Law expressly preserves any different rules imposed by laws, administrative regulations or State Council decisions on minimum capital, paid-in capital or contribution periods.

For example, a labor-dispatch business must have registered capital of at least RMB 2 million and obtain the relevant administrative licence. Banking, insurance, securities and other regulated fields have their own capital, shareholder and licensing frameworks.

The absence of a general minimum also does not mean every very small amount will be accepted without question. Registration authorities may examine an obviously abnormal capital amount or contribution period against the business scope, operating position, shareholder capacity, main project and asset scale, and may require an adjustment when the arrangement breaches authenticity or reasonableness principles.

The correct question is not “What is the lowest number the system accepts?” It is “What amount is supportable under the company’s business plan and sector rules?”

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3. The Five-Year Contribution Rule

Article 47 of the revised Company Law provides that shareholders of a newly established limited liability company must generally pay their subscribed contributions in full within five years after establishment, according to the articles of association.

This means:

• the subscribed-capital system still exists for ordinary companies;
• full payment is not normally required on incorporation day;
• the articles should state each shareholder’s amount, method and contribution date; and
• the total subscription must be realistically payable within the statutory period.

The law took effect on 1 July 2024. A contribution schedule should therefore be designed before filing, not improvised after the company needs cash.

Transition Rule for Companies Established Before July 2024

The rule for an older company is more precise than “every old company has five years from 2024.”

For a limited liability company established on or before 30 June 2024, if its remaining subscribed-contribution period, measured from 1 July 2027, exceeds five years, it generally must adjust the remaining period to within five years by 30 June 2027 and record the adjustment in its articles.

If the remaining period from 1 July 2027 is already five years or less, or the capital has been fully paid, the implementing rules say no timing adjustment is required on that basis. Certain projects involving national or major public interests can follow a separate official process.

Existing companies should review the articles, shareholder records, annual-report disclosures and actual contributions rather than relying on the date printed in an old formation memo.

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4. How Much Should a WFOE Register?

“WFOE” remains common commercial language for a Chinese limited liability company wholly owned by foreign investors. A standard WFOE generally follows the same Company Law capital framework as a domestic limited liability company, unless its sector has a special rule.

There is no defensible universal recommendation such as “every consulting WFOE should register USD 50,000” or “every trading company needs USD 300,000.” Those figures can be too high for one business and dangerously low for another.

Use a funding model instead.

Build a Five-Year Capital Plan

Estimate the company’s cash requirements for:

1. payroll and social insurance;
2. premises and deposits;
3. professional and compliance costs;
4. equipment, software and inventory;
5. tax and customs timing gaps;
6. marketing and customer-acquisition expenses;
7. licence-specific capital requirements; and
8. a reasonable operating contingency.

Then compare that requirement with projected operating revenue, shareholder loans or other lawful financing and the shareholders’ ability to complete the subscription on time.

Check the Number Against Four Tests

• Legal test: does a sector rule prescribe minimum or paid-in capital?
• Cash-flow test: can the company fund its real operating plan?
• Contribution test: can shareholders complete the subscription within the required period?
• Credibility test: can the amount be explained coherently to a bank, authority, landlord or counterparty without overstating what capital alone proves?

Banks, work-permit authorities and commercial partners may consider the company’s overall funding and operating profile. There is no published universal registered-capital threshold that guarantees a bank account or work permit. Capital should support the evidence; it cannot replace premises, contracts, staff, tax records or bank KYC.

Our complete WFOE registration guide connects the capital decision with ownership, business scope, documents and governance.

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5. Contribution Methods, Records and Disclosure

Shareholders may contribute cash or eligible non-cash property that can be valued in money and lawfully transferred, including certain physical assets, intellectual property, land-use rights, equity or claims. Non-cash property must be properly valued and transferred; sector, tax, foreign-exchange and registration rules can add steps.

Key evidence normally includes:

• the business licence;
• articles of association showing amount, method and date;
• shareholder register and capital-contribution certificates;
• bank and foreign-exchange records for cash contributions;
• valuation and transfer records for non-cash contributions; and
• disclosures through the National Enterprise Credit Information Publicity System.

Shareholders’ subscribed and paid-in amounts, contribution methods and contribution dates must generally be disclosed through the national publicity system within 20 working days after the information arises. The company is responsible for the truthfulness, accuracy and completeness of that information.

A standard limited liability company does not normally submit a capital-verification report merely to obtain its initial business licence. A regulated activity, non-cash contribution, transaction or authority request may create additional verification requirements.

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6. What Happens if Capital Is Not Paid?

The revised Company Law gives the board and company formal responsibilities around contributions. A company can issue a written demand when a shareholder fails to contribute on time. After the statutory procedures and grace period, a shareholder can lose the equity corresponding to an unpaid contribution.

Other consequences can include:

• payment of the outstanding contribution;
• compensation for loss caused to the company;
• early acceleration when the company cannot pay due debts;
• responsibility in a liquidation, insolvency or enforcement case; and
• administrative consequences for false or missing public disclosures.

Transferring an equity interest does not automatically erase every risk attached to an unpaid subscription. The transfer agreement, payment status, transferee capacity and statutory allocation of responsibility should be reviewed before closing.

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7. Increasing or Reducing Registered Capital

Increasing Capital

An increase normally requires the appropriate shareholder resolution, amended articles, change registration and updated public disclosures. The shareholders’ subscription to the increased amount remains subject to the rules for contributions, including the applicable payment period.

An increase can support an expanded operating plan or a new investment round, but it should not be used as a cosmetic response to a bank or partner without a real funding plan.

Reducing Capital

A reduction is possible but includes creditor protection. Under the Company Law, the company generally must:

1. prepare a balance sheet and asset inventory;
2. notify creditors within 10 days after the shareholder resolution;
3. publish an announcement within 30 days;
4. respond to creditors who request repayment or adequate security within the statutory period; and
5. complete the articles, registration and disclosure updates.

A creditor who receives notice normally has 30 days from receipt to make the request; a creditor who did not receive notice generally has 45 days from the announcement.

There are separate rules for a reduction used only to cover losses. Do not treat a capital decrease as a simple online edit.

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8. Registered Capital for a Hainan Company

Hainan does not replace the national registered-capital rules. A Hainan foreign-invested limited liability company still needs a realistic subscription, compliant contribution schedule and accurate disclosure.

Hainan’s policy environment can affect the business model, but capital does not purchase policy eligibility.

Through 31 December 2027, a Hainan enterprise may qualify for the 15% corporate income tax rate when it is registered and substantively operating in Hainan, conducts an encouraged business and normally earns at least 60% of total revenue from that encouraged business. Registration and registered capital alone are insufficient.

Hainan also offers specified foreign-investor registration facilitation routes. Whether an investor can use a copy, online verification, recommendation letter or existing authentication depends on the applicant and the official conditions. Bank onboarding remains a separate bank decision.

Read the Hainan 15% corporate income tax guide, substantive-operation guide and step-by-step registration guide before connecting capital to a Hainan operating plan.

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9. A Practical Decision Checklist

Before signing the articles of association, confirm:

• the exact shareholder and ownership structure;
• whether the activity has a sector-specific capital rule;
• the five-year operating cash requirement;
• how much will be funded from revenue, contributions and other lawful sources;
• each shareholder’s amount, method and contribution date;
• foreign-exchange and bank-document requirements;
• who monitors contribution deadlines and public disclosure; and
• whether the number remains sensible under a downside scenario.

The right figure is not the largest number that looks impressive. It is the smallest amount that remains legally compliant, operationally credible and genuinely fundable under the company’s plan.

Frequently Asked Questions

What is the minimum registered capital for a WFOE in China?

Most ordinary WFOEs do not have a universal statutory minimum registered capital. Foreign-invested and domestic limited liability companies generally follow the same Company Law framework: shareholders of a newly established company normally must pay their subscribed capital within five years. Review the five-year contribution rule and the factors for deciding how much a WFOE should register. The amount should reflect licences, staffing, premises, inventory and working-capital needs, not an arbitrary market figure. Setting it too high can enlarge shareholders’ contribution obligations and potential liability; setting it too low may be commercially unrealistic or fail a sector-specific requirement. Regulated activities can have separate minimum or paid-in capital rules, including some banking, insurance, securities, telecommunications and human-resources services. Hainan does not impose a special general capital threshold for ordinary WFOEs. Its conditional 15% corporate income tax rate is unrelated to the capital amount; the tax test instead looks to encouraged business, qualifying revenue share and substantive operation.

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10. Official References

• Company Law of the People’s Republic of China (2023 revision)
• State Council provisions on implementing the registered-capital system
• Measures for the Implementation of Company Registration Administration
• Labor Contract Law—capital requirement for labor dispatch
• Hainan encouraged-industry corporate income tax policy

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Final Thoughts

China registered capital in 2026 comes down to three principles: most ordinary companies have no general statutory minimum, a new limited liability company’s subscription is normally payable within five years, and the amount should match a real funding plan.

Do not copy an agent’s standard range or declare a large number only for appearance. Check the sector rules, model the cash requirement, document each contribution and monitor the deadline.

This article provides general information and is not legal, tax, accounting or investment advice. Company Law procedures, sector rules and authority practices may change. Obtain case-specific advice before adopting or changing a capital arrangement.

When the structure is confirmed, our team can coordinate the full company registration process from filing preparation through operational handover.