Five-Year Subscription Period in New Company Law Sparks Controversy
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- In early 2024, a surge in 'Capital Reduction Announcements' in Chinese newspapers indicated many companies were reducing their registered capital following the revision of China's Company Law.
- The revised law mandates that shareholders must fully pay their subscribed capital within five years, prompting companies to adjust and often reduce their registered capital to comply.
- The changes aim to strengthen corporate governance, protect creditors, and address issues such as abuse of company structure and shareholder limited liability.
文｜财新周刊 崔先康（特约）
By Caixin Weekly's Cui Xiankang (Contributor)
“现在每天好多《减资公告》登在我们报纸上。”2024年1月6日晚，华南地区一家报社的分类广告代理商对财新表示。检索可见，在2024年初的五个出刊日里（1月2日至6日），这份以报道商业新闻为主的报纸共计刊登了201家公司的《减资公告》。密密麻麻的黑色铅字堆叠而成的“豆腐块”，占据了公告版面的很大篇幅。
"Every day now, a lot of 'Capital Reduction Announcements' are being published in our newspaper," said a classified advertising agent from a newspaper in South China to Caixin on the evening of January 6, 2024. A search shows that in the first five days of publication at the beginning of 2024 (January 2 to January 6), this newspaper, which primarily reports business news, published 'Capital Reduction Announcements' for a total of 201 companies. The dense black lead type stacked together into "tofu blocks" occupied a significant portion of the announcement pages.
这些公告的主要内容大体类似，有公司将自己的注册资本由3000万元减至1000万元，也有的由500万元断崖式减至10万元。公告均请债权人向其申报债权，并有“债权人可要求提供相应的担保”“本公司承诺对原注册资本内的债务承担清偿责任，股东承担连带责任”等表述。
The main content of these announcements is generally similar. Some companies have reduced their registered capital from 30 million yuan to 10 million yuan, while others have made a cliff-like reduction from 5 million yuan to 100,000 yuan. The announcements all call on creditors to declare their claims and include statements such as "creditors may request corresponding guarantees" and "the company commits to assume the responsibility for the liquidation of debts within the original registered capital, with shareholders bearing joint liability."
该报是当地指定刊登法律公告的媒体。前述广告代理商告诉财新：“文字有模版，改一下就行。一条280元，最快两天能登出。”
The newspaper is the designated local medium for publishing legal notices. The aforementioned advertising agent told Caixin, "There's a template for the text; just make some modifications and it's good to go. It costs 280 yuan per notice, and at the fastest, it can be published in two days."
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