Responsibilities of “Old” Company Founders for Capital Contributions

(By Tian Shanshan) The Chinese Company Law and legal interpretations thereof provide that founders are responsible for paying in full their capital contributions. However, should founders of a company be responsible for paying in full their capital contributions if the company was established before the Company Law 2005 took effect, the first law setting forth responsibilities of a company’s founders for paying in full their capital contributions? Another issue in this case is how to define the founder’s responsibilities and protect the creditors’ interests. Legal authorities didn’t deal with this issue in the same way.

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A Brief Analysis of the 2013 Amendment to the China Company Law

(By Yu ZhiYuan) On 28 December 2013, the decision on amending the previous company law was promulgated by the National People’s Congress. The amendment this time will concentrate solely on changing the corporate capital system dramatically in the following three ways. First, the registered capital to-be-paid-in system will be launched. Second, the minimum registered capital will no longer be required. Third, the maximum proportion of intangible assets to the total registered capital will no longer be required. Obviously the amendment was made as a response of legislative authorities to the resolutions approved at the Third Plenary Session of the Eighteenth Central Committee. This article provides an analysis and brief comments on the amendment.

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