What is the difference between registered capital and paid-in capital in China?
Registered capital (注册资本) is the amount the shareholders have committed to contribute; paid-in capital (实缴资本) is the amount they have actually contributed so far. The business license shows the committed figure. Since 1 July 2024 the law requires the committed amount to be paid in within five years, with a transition period for older companies to 30 June 2027.
The two numbers
| term | Chinese | where it appears | what it says |
|---|---|---|---|
| registered (subscribed) capital | 注册资本 / 认缴 | business license; register | the shareholders' commitment, and the ceiling of what they can be made to contribute if the company fails |
| paid-in capital | 实缴资本 / 实缴 | the company's annual report on the register; sometimes a capital-verification report | what has actually been put in, per shareholder, with dates |
A company registered with RMB 10 million and RMB 0 paid in is lawful. Until 2024 there was no deadline at all; a company could commit RMB 50 million and set the payment date thirty years out.
What changed in 2024
The revised Company Law took effect on 1 July 2024. Shareholders of a limited liability company must now pay their subscribed capital in full within five years of the company's establishment. The State Council's implementing provisions of the same date set the transition for companies established before then: they must adjust their payment schedules by 30 June 2027 so that everything is paid in by 30 June 2032, and file the amended articles in the register. A company that has already paid in full has nothing to adjust.
How to read the figure as a buyer
- Registered capital is not cash on hand and not turnover. It is a liability ceiling.
- A large registered figure with little paid in was normal before 2024 and is still lawful during the transition. It is not a red flag on its own; it is a number to ask about.
- The paid-in figure and its dates are in the annual report the company files on the register. Annual reports are self-reported by the company; the register records them; it does not check them.
- Registered capital is stated in the currency of the articles, usually RMB, sometimes USD or EUR for foreign-invested companies.
What Clacta does
Clacta shows the registered capital from the register and, where the annual report discloses it, the paid-in figure with its year. Both are labelled with their source: the register for the committed amount, the company's own annual report for the paid-in amount. Neither figure is used to rank anything.
Sources
- Company Law of the People's Republic of China, revised 29 December 2023 by the Standing Committee of the National People's Congress, in force 1 July 2024, article 47 (five-year payment term)
- Provisions of the State Council on Implementing the Registered Capital Registration System under the Company Law, State Council, 1 July 2024 (transition period to 30 June 2027)
- National Enterprise Credit Information Publicity System, operated by SAMR, for annual reports showing subscribed and paid-in amounts
Data as of 2026-09-13 · Last reviewed 2026-09-13
Cross-check, Clacta.
Sources
Company Law of the PRC (revised 2023-12-29, in force 2024-07-01), art. 47; State Council Provisions on the registered-capital registration system under the Company Law (2024-07-01); SAMR local guidance (Shenzhen, Qingdao, Shanghai) on the transition