Registered capital is one of the first decisions foreign investors must make when setting up a company in China — and one of the most misunderstood. This guide explains what the rules actually require, what the 2024 Company Law changed, and how to pick a number that works for your business.
Registered capital in China is not just a number on a form. Since 2024, it is a legally binding payment commitment — declare too much and you create a personal liability you may not be able to meet; declare too little and you may find yourself locked out of contracts, platforms, and government tenders.
China’s 2013 commercial registration reform removed the old statutory minimums that previously applied to most company types — RMB 30,000 for standard limited liability companies, RMB 100,000 for sole-shareholder LLCs, and RMB 5 million for joint-stock companies. Under the current subscription system (认缴制), companies in ordinary industries can theoretically register with RMB 1 of declared capital.
In practice, the right number depends on your industry, client profile, platform requirements, and business scope — not the legal minimum. The sections below explain both the legal framework and the practical considerations that should shape your decision.
Important: “No mandatory minimum” does not mean the number is unimportant. Registered capital affects your credibility with Chinese corporate clients, eligibility for government tenders, platform onboarding requirements, and — since the 2024 Company Law — your shareholders’ personal liability exposure if the amount is not paid in within five years.
The revised Company Law, effective July 1, 2024, introduced a material change to how registered capital works in practice. Article 47 now requires that all shareholders of a limited liability company (有限责任公司) must fully pay in their subscribed capital within five years of the company’s incorporation date.
Subscription ≠ Not Paying. Many foreign investors misread the old subscription system as permission to declare capital with no intention of paying. The 2024 law closes this gap. Shareholders who fail to pay in declared capital within the five-year window face personal liability for company debts up to the unpaid amount. Creditors can pursue this directly. Declaring a high registered capital figure for credibility purposes, without a realistic plan to inject that amount, now creates direct personal risk for the shareholders of record.
The State Council’s Notice on the Reform of the Registered Capital Registration System identifies 27 categories of industries that remain outside the general subscription system — either retaining mandatory minimum capital requirements, requiring full cash payment at registration, or both. These are not advisory figures; they are licensing prerequisites.
For any company in a regulated sector, the minimum registered capital must be in place before the relevant license or permit is issued. Falling short of the threshold means the license application is rejected, regardless of other qualifications.
Financial sector entities almost universally require full cash payment (实缴) at registration — the subscription system does not apply.
| Entity Type | Minimum Registered Capital | Payment Requirement |
|---|---|---|
| National commercial bank | RMB 1 billion | Full cash payment |
| City commercial bank | RMB 100 million | Full cash payment |
| Rural commercial bank | RMB 50 million | Full cash payment |
| Securities firm (single business) | RMB 50 million | Full cash payment |
| Securities firm (multiple businesses) | RMB 500 million | Full cash payment |
| National insurance company | RMB 200 million | Full monetary capital |
| Insurance agency / broker | RMB 50 million | Full cash payment |
| Fund management company | RMB 100 million | Full cash payment |
| Financing guarantee company | RMB 10 million | Full cash payment |
| Pawnshop | RMB 3–15 million | Full cash payment (varies by scope) |
| Commercial factoring / financial leasing | RMB 50 million+ | Provincial regulator determines |
| Entity Type | Minimum Registered Capital | Payment Requirement |
|---|---|---|
| Labour dispatch company (劳务派遣) — also known as PEO Service (Professional Employer Organisation) | RMB 2 million | Full cash payment + capital verification report required for licence |
| Overseas labour cooperation company | Statutory minimum applies | Per MOFCOM regulations |
| Direct sales company (直销) | Statutory minimum applies | Per Direct Sales Management Regulations |
| Entity Type | Minimum Registered Capital | Payment Requirement |
|---|---|---|
| International freight forwarding (coastal) | RMB 5 million | Required for NVOCC/freight licence |
| International freight forwarding (inland) | RMB 2 million | Required for licence |
| Construction — Grade 3 general contractor | RMB 8 million+ | Assessed at qualification review |
| Construction — Grade 1 general contractor | RMB 100 million | Paid-in assessed at review |
| Construction — Special Grade (特级) | RMB 300 million | Paid-in assessed at review |
| Entity Type | Minimum Registered Capital | Payment Requirement |
|---|---|---|
| Travel agency (domestic tours) | RMB 300,000 | Full cash payment + verification |
| Travel agency (outbound tours) | RMB 1.4 million | Full cash payment + verification |
| Value-added telecom / ICP licence (provincial) | RMB 1 million+ | Per MIIT requirements |
Education is a heavily regulated sector for foreign investors. Foreign-owned for-profit schools are restricted or prohibited in compulsory education (K-9). Foreign involvement in non-compulsory education (vocational training, adult education, language training, higher education) is permitted under specific conditions but requires approvals beyond the standard AMR registration process.
| Entity Type | Minimum Registered Capital | Payment Requirement |
|---|---|---|
| Private training institution (培训机构) — general skills / language / vocational | RMB 300,000 – 1,000,000+ | Local education bureau determines; varies significantly by city and training category |
| K-12 private school (non-compulsory years) | RMB 3,000,000+ | Assessed by local education authority; full funding verification typically required |
| Higher education institution (中外合作办学) | Set by Ministry of Education approval | Full institutional funding verification required |
| Online education platform (offering certificates or credentials) | RMB 1,000,000+ | Licence from Ministry of Education or local authority; capital verification required |
Education sector note: Capital requirements alone do not determine eligibility. Foreign-invested education entities must obtain approval from the education authority (教育局 or Ministry of Education depending on level) in addition to standard AMR registration. The approval process, permissible foreign ownership percentage, and capital requirements all vary by education category, city, and whether the institution operates for profit. Local regulatory advice is essential before committing to a structure.
For all regulated sectors marked above: “Full cash payment” means the capital must be physically transferred into the company’s capital verification account and evidenced by a capital verification report (验资报告) before the relevant licence is issued. Declaring the amount on paper is not sufficient.
Select your industry type and business profile to get a tailored registered capital recommendation — including whether your sector has a mandatory minimum, a practical market benchmark, and any paid-in requirements to be aware of.
Select your industry and business profile for a tailored guidance note.
This guidance is for reference only and does not constitute legal or regulatory advice. Capital requirements, licence conditions, and zone policies are subject to change. Please consult a qualified advisor before proceeding.
For companies in industries without a mandatory minimum, the right registered capital figure is the one that matches your business activities and credibility requirements — not the lowest possible number. The following benchmarks reflect what we typically recommend based on business type and what we observe works in practice.
| Business Type | Recommended Range | Key Reason |
|---|---|---|
| Light asset services (consulting, design, tech, e-commerce) | RMB 100,000 – 500,000 | Sufficient for invoice issuance and bank account opening; manageable 5-year paid-in commitment |
| General trading / retail | RMB 500,000 – 1 million | Credibility with B2B clients; avoids appearing undercapitalised in supplier negotiations |
| Software / IT services | RMB 500,000 – 2 million | Supports future High-Tech Enterprise certification; facilitates financing and government grants |
| Logistics / supply chain | RMB 1 million – 3 million | Road transport permit and vehicle financing requirements; supplier contract credibility |
| Construction / fit-out (requiring qualification) | RMB 2 million – 5 million+ | Grade 3 general contractor baseline; qualification review assesses paid-in capital |
| Imported health food (保健食品) distributor / importer | RMB 1,000,000 – 3,000,000 | NMPA registration timeline (1.5–3 years) means capital must support 2–3 years of pre-revenue operations; GACC registration and bonded warehouse access both benefit from credible capital; tender eligibility for retail chain procurement often requires ≥ RMB 1M |
| Imported cosmetics distributor / importer | RMB 500,000 – 2,000,000 | Ordinary cosmetics filing (1–3 months) allows faster launch; special-purpose cosmetics registration (6–12 months) requires longer pre-revenue runway; acting as China Responsible Person for multiple brands requires operational substance; Tmall Global and JD Worldwide onboarding typically require ≥ RMB 1M |
| Bidding on government / SOE tenders | RMB 1 million – 3 million | Many tender documents specify “registered capital ≥ RMB 1 million” as an eligibility condition |
| Platform onboarding (Tmall, JD, WeChat Pay merchants) | RMB 1 million+ | Platforms commonly require registered capital ≥ RMB 1 million for seller or service provider onboarding |
Inflating registered capital to appear more substantial than the business warrants is a common mistake — and since the 2024 Company Law, it carries direct financial risk. If shareholders cannot inject the declared capital within five years, creditors can pursue personal assets for the shortfall. Market regulators (AMR) also have authority to require adjustment if declared capital is obviously disproportionate to the company’s actual business scope and activity.
Not sure what registered capital to declare for your specific business? Our advisory session gives you a specific number with the reasoning behind it — including sector checks and 5-year payment planning.
Book a ConsultationYes. Registered capital can be increased at any time through a formal company amendment process — updating the articles of association, filing with the AMR, and injecting the additional capital into the company’s bank account. The process typically takes two to four weeks. Many foreign companies start with a conservative figure and increase it as the business grows and capital requirements become clearer. However, registered capital cannot be reduced without going through a creditor notification process and a minimum 45-day public notice period, which makes it easier to go up than down.
Foreign-invested enterprises (WFOEs and JVs) can declare registered capital in a foreign currency — USD is the most common alternative to RMB. The currency is declared at registration and the capital is injected in that currency. For most foreign investors, USD-denominated capital is simpler as it avoids the need for RMB conversion at the point of injection. The RMB equivalent is recorded for AMR purposes at the exchange rate prevailing at the time of injection.
A capital verification report (验资报告) is a document issued by a licensed Chinese accounting firm confirming that the shareholders’ capital contribution has been received into the company’s designated bank account. It was previously required for all company registrations, but under the 2013 subscription system reform it was eliminated for most ordinary companies. It remains mandatory for regulated industries — including labour dispatch, travel agencies, financial services, and construction qualifications — where capital verification is a prerequisite for licence issuance.
Registered capital injection and profit repatriation are legally distinct processes. Capital injected as registered capital can be repatriated as return of capital (减资) through a separate process involving creditor notification and AMR amendment. Profits generated by the WFOE are repatriated as dividends after annual audit, subject to 10% withholding tax (reducible under tax treaties). The two flows should not be conflated — registered capital is not simply a “deposit” that can be withdrawn freely.
Under the 2024 Company Law, shareholders who fail to meet the five-year paid-in deadline bear personal liability for company debts up to the unpaid amount. This is a material change from the pre-2024 position where contribution timelines were largely self-determined. In practice, companies that are approaching the deadline without the ability to inject capital should seek legal advice on options — which may include a formal capital reduction (减资), restructuring of the shareholder contribution schedule, or, in some cases, initiating a voluntary dissolution process before the liability crystallises.
Our advisory consultation covers your industry, business model, and five-year capital plan — and gives you a specific, defensible number to work with.