Client Alert: Registered Capital Contribution

On 8 June 2026, the Enterprise Management Department of the Ministry of Industry and Commerce (“MOIC”) issued the Notice No. 1243/EMD (the “Notice”), instructing and establishing a new framework on the monitoring of registered capital contributions, notification of registered capital contribution obligations, handling of violations, and reporting of registered capital contributions. The framework aims to ensure consistent and effective oversight of registered capital contributions nationwide.

This Notice was issued to support the implementation of the Decision on Registered Capital Contribution No. 2025/MOIC, dated 9 December 2025, which came into effect on 23 October 2025 (the “Decision”).

The key implementing provisions of this Notice are as follows:

Notification on the registered capital contribution

Any enterprise incorporated before the Decision takes effect must notify the Enterprise Registry Official (“ERO“) of its registered capital contribution by 23 October 2026. Any enterprise incorporated after the Decision takes effect must notify the ERO within one year from its incorporation date.

Decrease or increase in the registered capital

• In the event of a reduction in registered capital or a change in the enterprise’s owners, partners, or shareholders, the relevant parties must fully contribute the registered capital within the remaining contribution period, calculated from the issuance date of the amended Enterprise Registration Certificate (“ERC“) until 23 October 2026.
• In the event of an increase in registered capital, the increased amount must be fully contributed within one year from the issuance date of the amended ERC.

ERO’s monitoring of registered capital contribution

• The ERO will monitor the registered capital contributions of enterprises within one year from their incorporation date for enterprise incorporated after the Decision takes effect, and within one year of the effective date of the Decision for enterprises incorporated before it takes effect.
• If an enterprise fails to notify its registered capital contribution by the prescribed deadline, the competent ERO will notify and summon the enterprise to submit its registered capital contribution notification. The enterprise must complete the capital contribution and submit the required notification and supporting documents within 60 days from the original notification deadline.

Procedure for registered capital contribution notification

• The enterprise must submit the registered capital contribution notification application and supporting documents to the relevant ERO. Within three working days of receiving the complete application, the ERO will issue an acknowledgment of the registered capital contribution.
• If the application or supporting documents are incomplete or insufficient, the ERO will reject the submission and notify the enterprise to revise and resubmit the required documents

Measures against violations

• If an enterprise fails to notify the ERO of its capital contribution within 60 days from the capital contribution due date, the ERO will suspend the enterprise’s ERC. During the suspension period, the ERC will be invalid and cannot be used to conduct business operations or carry out any activities requiring a valid ERC.
• If the enterprise wishes to reactivate the suspended ERC or proceed with the dissolution of the company, it will be subject to Article 16 of the Decision, including a penalty and the signing of a violation record on a case-by-case basis.