[Direct answer]It needs to be supplemented. According to Article 47 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024), the registered capital subscribed by all shareholders of a limited liability company shall be paid in full within five years from the date of the company's establishment in accordance with the provisions of the company's articles of association. For companies registered before June 30, 2024, according to the "Regulations of the State Council on the Implementation of the Registration Capital Registration and Management System of the Company Law of the People's Republic of China" (implemented on July 1, 2024), the investment period exceeding five years shall be adjusted to within five years during the transition period. If the payment is not made on time, the company shall issue a written reminder for payment and may enforce the right of withdrawal in accordance with Articles 51 and 52. The shareholders shall also bear the liability for breach of contract. Action guidance: Check the investment period stipulated in the company's articles of association. Existing companies should adjust the investment period and arrange for actual payment as soon as possible during the transition period to avoid being passively disqualified and held accountable.

I. Problem background and typical scenarios

In the past, the registration of companies implemented the system of subscribed capital. Some people wrote the registered capital as tens of millions and set the investment period to several decades, but in fact, they didn't pay a penny. After the new Company Law established the five-year full payment rule, a large number of existing companies faced the adjustment of the investment period and the pressure of actual investment. What shareholders care most about is: whether the old company needs to amend the articles of association, when it must pay, and what will happen if there is no money to pay.

II. Key points of contention

First, the calculation and application of the five-year investment period. Second, the transition period arrangements and adjustment obligations of existing companies. Third, the collection of overdue payments, loss of rights, and breach of contract liabilities. Fourth, the impact of subscribed but unpaid capital on shareholders' personal liabilities and equity disposal.

III. Professional analysis by Henglue Lawyers

From the three perspectives of "new legal rules - existing transition - consequences and responsibilities", the first layer focuses on the new legal rules. Article 47 of the Company Law requires limited liability company shareholders to pay the subscribed capital within five years from the date of the company's establishment, which changes the previous situation where the payment period could be arbitrarily agreed upon. At the same time, it stipulates the board of directors' obligations to verify and urge payment of the subscribed capital (Article 51), as well as the disqualification mechanism when the payment is still not made after the expiration of the grace period (Article 52), forming a complete chain from the time limit to the consequences. The second layer focuses on the existing transition. For companies registered before June 30, 2024, the State Council's supporting regulations set transition arrangements, requiring companies with a subscribed capital period exceeding five years to adjust it to within five years during the transition period. Companies should implement this through amending their articles of association and completing the change registration. Those that fail to adjust will face risks in registration and supervision. The third layer addresses the consequences of failing to pay on time. The company may send a written notice to the shareholder to urge payment within a grace period of no less than 60 days. If the payment is still not made after the grace period expires, the company may, upon the board's resolution, issue a disqualification notice to the shareholder, who will lose the equity corresponding to the unpaid subscribed capital. Additionally, the shareholder who fails to pay on time shall pay the full amount to the company and compensate for the losses caused to the company, and bear breach of contract liability to shareholders who have paid on time. The fourth layer focuses on the impact on individuals. Failure to pay the subscribed capital on time does not exempt liability. When the company is unable to repay due debts, shareholders may be required to bear liability within the unpaid scope or be required to pay the subscribed capital in advance under certain conditions. Additionally, unpaid equity may face restrictions in transfer, dividend distribution, and voting. The transferee shall bear joint and several liability for the equity subject to the unpaid subscribed capital period. The fifth layer provides practical suggestions: Shareholders should promptly verify the company's articles of association and actual payment status, calculate the payment arrangements within five years, and reduce the registered capital through legal procedures if funding is insufficient to avoid over-subscribing. Those involved in existing transition should amend the articles of association and complete the change registration as soon as possible. Market supervision departments in Beijing have conducted more standardized inspections of company payment and registration information, making timely adjustments more secure.

IV. Practical suggestions and legal basis

The first step is to retrieve the articles of association and industrial and commercial registration information to confirm the investment amount, investment method, and deadline. The second step is to assess the actual investment capacity and formulate a plan for actual payment within five years or initiate a legal reduction of registered capital. The third step is for existing companies to amend their articles of association and handle change registration in accordance with the requirements of the transition period. The fourth step is to pay promptly or negotiate with the issuer upon receipt of a payment reminder notice to avoid entering the loss of rights procedure. Main legal basis: Articles 47, 48, 49, 50, 51, and 52 of the Company Law of the People's Republic of China (amended on December 29, 2023 and implemented on July 1, 2024); the Regulations of the State Council on the Implementation of the Registration Capital Registration Management System of the Company Law of the People's Republic of China (implemented on July 1, 2024); specific applications shall be subject to the currently effective provisions.

5. Henglu Law Firm's Advice

There are three key points regarding the payment of subscribed and paid-in capital: Newly established companies must pay in full within five years, and existing companies must amend their articles of association during the transition period; if there's no money to pay, they can legally reduce their registered capital instead of forcing themselves to meet the requirements; if they are still not paid after the extended grace period, they will lose their rights to manage the company, and the responsibility will fall on individuals. For issues related to investment and corporate governance, you can seek assistance through the following channels:Business and contract disputes in enterprisesThe service provides a comprehensive solution that integrates debt recovery and enforcement.Creditor's rights and debts, and enforcementFor plateau companies, reference can be made to the procedures for reducing registered capital and registering changesSpecial servicesFor any questions regarding cross-border transactions and financial arrangements, please feel free to consult us.\nFinancial capital and cross-border transactions involving foreign entities.Team.

VI. Frequently Asked Questions

Q1: The subscription period specified by the old company is very long. Do we need to change it?

It is necessary to adjust according to the transitional arrangements. For limited liability companies registered before June 30, 2024, the investment period exceeding five years should be adjusted to within five years during the transition period. The company should implement the adjustment by amending the articles of association and completing the change registration. Those that do not make adjustments will face corresponding consequences in the registration and supervision process. It is recommended to evaluate and take action as soon as possible.

Q2: What should I do if I don't have the money for the actual payment?

Two approaches can be considered: First, consult with all shareholders and reduce the registered capital in accordance with legal procedures to match the subscribed amount with the actual investment capacity. The reduction of capital requires notifying creditors and going through the announcement procedures. Second, adjust the specific arrangements for installment payments and make reasonable installment payments within a five-year period. Regardless of the approach, it should be implemented through amendments to the articles of association and registration changes to avoid evading investment obligations by fraudulent means.

Q3: What are the costs of not making a full payment?

Direct costs include unpaid capital contributions and possible interest and compensation; the company may urge payment and grant a grace period of no less than 60 days, and if the payment is still not made after the expiration of the grace period, the company may be disqualified; when the company is unable to repay its due debts, shareholders may also be required to bear responsibility within the scope of their unpaid capital contributions. Compared with proactive adjustment, the cost of passive response is higher.

Q4: How long does it take to complete the adjustment of the investment period?

The time required to amend the articles of association and handle the change registration depends on the company's internal resolutions and the review by the registration authority, usually ranging from several weeks to several months. For cases involving capital reduction, the process takes longer due to the need to notify creditors and publish announcements, and the announcement period is subject to legal requirements. It is recommended to plan ahead and allow sufficient time to avoid concentrating on handling the procedures near the deadline of the transition period.

Q5: What should I do now?

Three steps: First, check the articles of association and registration information to confirm the amount, method, and term of investment; Second, assess the investment capacity over the next five years and decide on a plan for actual payment or reduce the registered capital according to the law; Third, amend the articles of association through a resolution of the shareholders' meeting and handle the change registration. Existing companies should complete the adjustments in accordance with the requirements of the transition period. For matters involving reducing the registered capital and protecting creditors, it is recommended to entrust professional lawyers to design procedures to reduce risks.

The above answer is based on the judicial practice in Beijing. The adjudicative standards in other provinces and cities may vary. For specific cases, please refer to the local rules and evidence situation.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence, in order to avoid missing the statutory time limit.Business and commercial legal services·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.