Recently, the State Administration for Market Regulation of the PRC issued the Implementation Measures for the Administration of Company Registration (hereinafter referred to as the “Implementation Measures”), which further clarifies and specifies the relevant provisions of the new Company Law of the PRC and the State Council’s Provisions on the Implementation of the Registered Capital Management System of the Company Law of the PRC and will come into force from 10 February 2025.

In addition to specifying the relevant provisions of the new Company Law and supporting administrative regulations, the following provisions of the Implementation Measures are worth noting:

1. Where any laws have provisions on the ownership of data and network virtual property, the shareholders may use the data and network virtual property to contribute capital at a valuated amount in accordance with the provisions. (Article 6)
2. If a limited liability company increases its registered capital, then the shareholders must fully pay the increased capital within 5 years from the date of the registration change. (Article 7)
3. Companies with an audit committee must simultaneously record information about the directors serving as members of the audit committee. (Article 13)
4. If the directors, supervisors and senior management personnel are subject to qualification restrictions for their positions (as stipulated in Article 178 of the Company Law of the PRC), the company shall, in principle, remove the relevant personnel from their positions within 30 days from the date of knowing or should have known the circumstances, and shall file a record with the registration authority within 30 days from the date of dismissal. (Article 15)
5. If a company’s shareholders have died, been deregistered, or been revoked, resulting the company to be unable to deregister on its own, then all the successors or investors of the shareholders may handle the deregistration issues on behalf of the said shareholders. (Article 22)
6. If the court serves a notice of assistance in execution to the company registration authority, requesting assistance in removing information of the legal representative, directors, supervisors, senior management personnel, shareholders, and branch heads, the company registration authority shall disclose the removing information to the public through the National Enterprise Credit Information Publicity System in accordance with the law. (Article 23)
7. If a company’s registration is canceled or deregistered, the registration authority will permanently retain its unified social credit code. (Article 25)
   

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