What is the minimum registered capital for a foreign-owned China company in 2026?

As of 2026, there is no general minimum registered capital requirement for most foreign-invested enterprises (FIEs) in China following the 2024 PRC Company Law amendment, which eliminated the RMB 30,000–100,000 minimums that previously applied under the old 2013 regime. However, industry-specific minimums remain in effect for regulated sectors such as banking (RMB 100 million minimum), insurance (RMB 200 million minimum for general insurers), and certain value-added telecom services (RMB 1 million minimum for nationwide operations). The 2024 Company Law also introduced a critical new rule under Article 47: all shareholders must fully contribute their subscribed capital within five years of incorporation, a provision that directly affects how foreign investors plan their capital structure for new China entities.

Overview: The 2024 Company Law and Registered Capital Reform

The PRC Company Law (公司法, gōngsī fǎ) underwent its most significant amendment in 2024, effective July 1, 2024. Before this amendment, the 2013 Company Law required minimum registered capital of RMB 30,000 for limited liability companies and RMB 100,000 for joint stock limited companies — thresholds that had remained frozen for over a decade despite rapid economic growth and inflation. The 2024 amendment, in a landmark shift, eliminated these general minimums entirely under Articles 23 and 76, adopting a purely subscription-based model for ordinary FIEs.

However, this liberalization came with a new constraint: the five-year capital contribution period under Article 47. Under the old regime, shareholders could set contribution periods of 10, 20, or even 30 years — a feature widely exploited by investors who declared large registered capital amounts but paid in only a fraction immediately. The 2024 Company Law closes this loophole by capping the contribution period at five years from the date of incorporation, with provisions for early capital calls if the company cannot pay its debts (Article 54).

For foreign investors, this means that while the floor has been removed, the ceiling on contribution flexibility has been lowered significantly. A WFOE (外商独资企业, wàishāng dúzī qǐyè) can now be registered with RMB 1 of registered capital if permitted by its industry, but the investor must be prepared to contribute the full subscribed amount within five years — a consideration that fundamentally changes capital planning for China market entry.

Industry-Specific Minimum Capital Requirements

While the general minimum has been abolished, approximately 20 regulated industries retain specific minimum registered capital thresholds under separate laws and regulations. These industry-specific minimums supersede the general rule and apply equally to foreign and domestic investors.

Foreign investors should note that even where minimums exist, the negative list (外商投资准入特别管理措施, wàishāng tóuzī zhǔnrù tèbié guǎnlǐ cuòshī) may apply restrictions beyond capital requirements — including shareholding caps, joint venture mandates, and senior management nationality requirements. The capital minimum is only one of multiple regulatory gates for entry into these sectors.

The Five-Year Contribution Rule: Article 47 Explained

Article 47 of the 2024 PRC Company Law represents the most significant change to China’s capital contribution framework in over a decade. The provision states: “Shareholders of a limited liability company shall fully pay their subscribed capital contributions within five years from the date of the company’s establishment.” This applies equally to domestic companies and FIEs, with no exemption for foreign investors.

The five-year clock starts on the date the business license (营业执照, yíngyè zhízhào) is issued by the State Administration for Market Regulation (SAMR). Shareholders may contribute capital in a lump sum or in installments during this period, but the full subscribed amount must be paid in by the fifth anniversary of incorporation. Non-compliance triggers personal liability for shareholders under Article 50, which holds shareholders personally liable for company debts up to the unpaid portion of their subscribed capital.

Key practical implications for foreign investors:

• Capital planning: Investors can no longer set artificially high registered capital with 20-year contribution periods. Subscribed capital must be genuine and realistically fundable within five years.
• In-kind contributions: Article 48 permits capital contributions in non-cash forms (equipment, intellectual property, land use rights, receivables) provided they can be independently valued and legally transferred. The valuation must be performed by a qualified PRC appraisal firm.
• Capital reduction: If an investor cannot meet the five-year deadline, the company can reduce its registered capital through a special shareholders’ resolution (Article 67, Article 177). This requires a capital reduction announcement in a local newspaper and notification to creditors, who can demand early repayment or security.
• Early capital call: Article 54 introduces a board power to call unpaid capital early if the company cannot pay its debts — a mechanism designed to protect creditors from under-capitalized entities.
• Transition period: Companies established before July 1, 2024, with contribution periods longer than five years are subject to transition rules under the State Council’s implementation regulations, which generally require adjustment to the new five-year cap within a three-year transition window.

Free Trade Zone and Special Zone Relaxations

China’s 23 Free Trade Zones (自由贸易试验区, zìyóu màoyì shìyàn qū) and the Hainan Free Trade Port offer registered capital relaxations beyond the general regime, though the 2024 Company Law’s five-year rule applies uniformly across all jurisdictions. The relaxations primarily affect industry-specific minimums and approval processes rather than the general capital framework.

Shanghai FTZ’s Lingang Special Area, for example, permits reduced minimum capital for certain financial services entities under its pilot QFLP (合格境外有限合伙人, hégé jìngwài yǒuxiàn héhuǒrén) program, where fund managers can establish with paid-in capital as low as USD 200,000 compared to the standard QFLP manager minimum of RMB 2 million. Hainan FTP offers a 15% corporate income tax rate for encouraged industries, which may influence how much capital investors choose to inject to maximize interest deduction benefits under thin capitalization rules.

The Guangdong-Hong Kong-Macau Greater Bay Area (GBA) has introduced mutual recognition of certain professional qualifications, including for accountants and lawyers, which reduces the minimum capital needed to hire qualified personnel for regulated professional services firms. In the GBA, a foreign-invested accounting firm can establish with lower paid-in capital if it employs qualified professionals recognized under the GBA mutual recognition framework.

Capital Contribution Methods and Valuation Rules

The 2024 Company Law expanded the permissible forms of capital contribution under Article 48. Shareholders can contribute in the following forms, each with specific valuation and documentation requirements:

1. Cash (货币出资, huòbì chūzī): The simplest form. Contributions from foreign investors must be in freely convertible foreign currency (typically USD, EUR, GBP, JPY) or RMB converted from foreign currency through a designated bank. The bank issues a capital contribution certificate (FDI registration) to confirm the inbound remittance.
2. Tangible assets (实物出资, shíwù chūzī): Equipment, machinery, and raw materials valued by a qualified PRC appraisal firm. Requires customs clearance for imported assets. The valuation report must be issued within 90 days of the contribution date and cannot exceed the fair market value.
3. Intellectual property (知识产权出资, zhīshì chǎnquán chūzī): Patents, trademarks, copyrights, and software copyrights are acceptable. Requires independent valuation and assignment registration with CNIPA or NCAC. Patent Law Article 18 imposes restrictions on foreign entities without a Chinese address — such entities must file through a CNIPA-registered agency.
4. Land use rights (土地使用权出资, tǔdì shǐyòngquán chūzī): PRC land use rights are a capital contribution form unique to China, given that land is state-owned. The rights must be transferable (i.e., obtained through a grant, not allocation) and valued at the remaining term. Minimum remaining term for contribution: generally 20+ years.
5. Receivables and debt-for-equity (债权出资, zhàiquán chūzī): Permitted on a case-by-case basis. Requires a debt verification report and approval from the local SAMR branch. Most commonly used in restructuring scenarios.

Cash contributions should comprise at least 30% of total registered capital, a de facto rule derived from the Company Law’s requirement that capital contributions be “genuine and sufficient” (真实充足). Pure in-kind capital contributions without any cash component may face rejection by SAMR registrars in certain localities.

Penalties for Insufficient Capital and Late Contributions

The 2024 Company Law substantially strengthened enforcement mechanisms for capital contribution obligations. Shareholders who fail to contribute within the five-year period face multiple legal consequences:

• Personal liability for company debts (Article 50): Shareholders are personally liable for company debts up to the amount of unpaid capital. A creditor can sue shareholders directly to enforce this liability, bypassing the company’s limited liability protection.
• Interest and damages (Article 49): Late-paying shareholders must pay interest at the benchmark loan rate from the due date to the actual contribution date, plus compensate the company for any damages caused by the delay.
• Share rights suspension (Company Law Judicial Interpretation III, Article 16): The company may suspend late-paying shareholders’ voting rights, dividend rights, and preemptive rights on new share issuances, in proportion to the unpaid portion.
• Capital reduction or dissolution (Article 177): If shareholders cannot meet the five-year deadline, the company must either reduce capital through a formal reduction procedure (including creditor notification and newspaper announcement) or dissolve voluntarily. Failure to act can result in administrative penalties including fines of RMB 50,000–200,000 against the company.
• Revocation of business license: In extreme cases of chronic non-compliance, SAMR may revoke the business license, triggering automatic dissolution under the Company Law.

For FIEs specifically, under-capitalization can also trigger Foreign Investment Law consequences: the investor’s “actual controller” (实际控制人, shíjì kòngzhì rén) determination may be affected if the under-capitalized entity relies on parent company funding, potentially creating attribution risks for the foreign parent under the FI Information Reporting system.

Practical Planning for Foreign Investors

Given the regulatory landscape in 2026, foreign investors should approach registered capital planning with a focus on the five-year contribution timeline rather than minimum thresholds. Recommended strategies include:

• Right-size subscribed capital: Set registered capital at a level realistically achievable within five years, considering the company’s operational needs, expected losses during the ramp-up period, and the parent company’s cash flow. Over-capitalization creates unnecessary personal liability risk for shareholders.
• Staged contribution with board oversight: Establish a board-approved contribution schedule that aligns capital injections with specific milestones (e.g., office lease execution, first hire, first revenue invoice). Board oversight under Article 54 helps avoid early capital calls during cash crunches.
• Industry-specific compliance: Verify with a PRC-licensed law firm whether the target industry retains specific minimum capital requirements. Do not assume the general no-minimum rule applies — regulated industries with minimums outnumber the general rule in practical terms for many FIE types.
• FTZ optimization: Consider incorporating in a Free Trade Zone or the Hainan FTP if the business activity qualifies for reduced minimums or administrative simplifications. Shanghai FTZ (Lingang), Hengqin, and Hainan offer the most favorable regimes for financial services and technology companies.
• Capital reduction preparedness: Build a pre-approved capital reduction framework into the company’s articles of association (公司章程, gōngsī zhāngchéng) so that if the five-year deadline approaches without full contribution, the reduction procedure can be executed efficiently without requiring a special shareholders’ meeting.

Where to Go From Here

Based on what you just read:

• Ready to act? Read [guide: SLUG-TO-BE-FILLED]
• Still comparing? See [comparison: SLUG-TO-BE-FILLED]
• Need numbers? Try [tool: SLUG-TO-BE-FILLED]

— China Gateway 360 —
Remote China market entry support, built around execution.