Impact of the New Company Law's Limited Contribution System on Limited Liability Companies

  •  Liu Zhuang    


Summarizing the ten years of experience and lessons learned from the operation of the contributed capital system, after three years of deliberation and five years of overhaul, a new change in the Company Law was ushered in. The Company Law of the People's Republic of China (2023 Revision) was voted and passed on December 29, 2023, and came into effect on July 1, 2024. The new Company Law continues to implement the Contributed Capital System, replacing the Fully Contributed System with a Limited Contribution System. It consolidates the positive results of the operation of the Contributed Capital System and amends the deficiencies in the actual operation, better implements the autonomy-based Contributed Capital System, and provides a new path for the development of the Contributed Capital System in the future. In this paper, we will start from the impact of the limited liability company (LLC) under the limited contribution system, and discuss the reasonable interpretation path of the shareholders' interest in the limited contribution system, the company's capital formation system, and the shareholders' responsibility in the light of the revision of the new Company Law.

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