Where the plain reading of a Chinese public record and its actual meaning diverge
— and what to read in its place.
A Chinese company's public record is extensive, and in several places it does not mean what a reader outside China would reasonably take it to mean. A figure that appears to describe capital describes an intention.
A search that returns nothing may be strong evidence, or almost none, depending on which register was searched.
The notes below set out those fields, one at a time. They are drawn from the records we examine in the course of our work, and they are added to as we meet them.
注册资本 · RMB 50,000,000
A company with fifty million renminbi behind it.
Registered capital is the amount the shareholders have undertaken to contribute. Until 2024 that undertaking carried no deadline: a company could register fifty million, contribute nothing, and remain in good standing indefinitely. Nothing about the figure requires that the money was ever paid, and nothing requires that it still exists if it was.
The revised Company Law, in force from 1 July 2024, replaced the open-ended regime. A limited liability company established after that date must have its registered capital paid in within five years. A joint-stock company must be fully paid before incorporation. Companies established on or before 30 June 2024 were given a transition period, to 30 June 2027, in which to amend their articles and bring the contribution deadline within five years. Certain regulated entities, banks and insurers among them, remain under their own regime.
Read the paid-in capital — the amount actually contributed — together with the contribution deadline recorded in the company's articles. Paid-in capital is the shareholders' real exposure, and it is what they stand to lose by abandoning an obligation. A company formed before the reform whose deadline still runs to 2030 or beyond has articles that have not yet been brought into line with the current law, and a shareholder payment obligation that will have to be pulled forward.
Neither figure measures cash on hand or the ability to perform an order. A trading company with modest paid-in capital may be entirely sound, and a company with substantial paid-in capital may still be subject to enforcement. The figure is read alongside enforcement status and operating scale, never on its own.
No records found
The company is clean.
Enforcement registers are mandatory and centrally published. Where the China Enforcement Information Disclosure Platform returns nothing for a company and for its legal representative, that is a meaningful finding: there is no judgment currently being enforced against them, no dishonest-debtor listing, no consumption restriction, and no case terminated for want of assets.
Publication of judgments has never been complete, and the completeness of China Judgments Online has been publicly questioned to the point that the Supreme People's Court addressed it directly in February 2024, undertaking that publication would be strengthened rather than reduced. Separately, and more consequentially for a buyer, commercial arbitration in China is confidential: CIETAC and the local commissions do not publish awards. The disputes a foreign buyer is most likely to face are therefore the least visible ones in the record.
Read absence by register rather than in aggregate, and state which register produced it. A report that records "no adverse findings" without saying where it looked has told you nothing that can be checked.
These notes describe what the record means. Obtaining it, reading it in the original,
and forming a position on a particular supplier is the work we are engaged to do.
Further entries are added as we meet them in the course of our work. Sources are named in each report we issue.