Nowadays, when ordinary companies were established, they did not need to pay the capital in advance, but only subscribed the capital. The Company Law once changed the cancellation system of paid-in registered capital into the cancellation system of subscription, abolished the rules that shareholders (initiators) of a company should pay their capital in full within two years from the date of establishment of the company, and that investment companies can pay their capital in full within five years; abolished the rules that shareholders of a limited liability company should pay their capital in full at one time.
《中华人民共和国公司法》规则了公司注销时，无需提交验资报告，实行注册资本认缴注销制。法律、行政法规、国务院决议对公司注册资本实缴另有规则的外，其他公司实行注册资本认缴注销制，注销机关不再对有限义务公司和发起设立的股份有限公司实收资本停止注销；取消有限义务公司低注册资本３万元、一人有限义务公司低注册资本10万元、股份有限公司低注册资本500万元的限制；不再限制公司设立时全体股东（发起人）的初次出资额及比例；不再限制公司全体股东（发起人）的货币出资总额占注册资本的比例；不再规则公司股东（发起人）缴足出资的期限。
The Company Law of the People's Republic of China stipulates that when a company is cancelled, it is not necessary to submit a capital verification report, and the system of subscription and cancellation of registered capital shall be implemented. In addition to other rules governing the payment of registered capital in laws, administrative regulations and resolutions of the State Council, other companies implement the system of cancellation of subscription of registered capital. The cancellation organs no longer cancel the paid-in capital of limited liability companies and joint stock limited companies initiated by them; cancel the minimum registered capital of a limited liability company of 30,000 yuan, the minimum registered capital of a limited liability company of 100,000 yuan, and shares. The minimum registered capital of a limited company is 5 million yuan; the initial capital contribution and proportion of all shareholders (initiators) at the time of establishment of the company are no longer limited; the proportion of the total capital contribution of all shareholders (initiators) in the registered capital is no longer limited; and the time limit for the full capital contribution of shareholders (initiators) of the company is no longer regulated.
注册资本认缴制与实缴制的区别：
The difference between the subscription system and the paid-in system of registered capital:
新公司法实行注册资本认缴制，也就是，除法律、行政法规以及国务院决议，对公司注册资本实缴有另行的规则以外，取消了公司股东（发起人）应当自公司成立之日起两年期限内需缴足出资、投资公司在五年期限内需缴足出资、一人有限义务公司股东应一次性足额交纳出资的这几项规则。转而采取公司股东（发起人）自主商定认缴出资额、出资方式、出资期限等等，并且记载于公司章程。
The new company law implements the subscription system of registered capital. That is to say, in addition to laws, administrative regulations and resolutions of the State Council, there are separate rules for the payment of registered capital of a company, it cancels that the shareholders (initiators) of a company should make full contributions within two years from the date of establishment of the company, the investment company should make full contributions within five years, and the shareholders of a limited liability company should make full contributions at one time. These rules governing the payment of capital contributions. Instead, the shareholders (sponsors) of the company independently agree on the amount of subscribed capital, the mode of capital contribution, the time limit of capital contribution and so on, which are recorded in the articles of association of the company.
认缴制与实缴制不同，实缴制是指企业停业执照上的注册资本是几，该公司的银行验资账户上就必需有相应数额的资金。实缴制需求占用企业的资金，在一定水平上抑止了行业投资创业，降低了企业资本的营运效率。认缴制则是工商部门只注销公司承诺认缴的注册资本总额，不需求注销实收资本，且不再收取验资证明文件。认缴注销制度无需占用企业资金，能够有效进步资本运营效率，降低企业本钱。
The subscription system is different from the actual payment system. The paid-in system refers to the number of registered capital on the business suspension license of the enterprise. The company's bank capital verification account must have the corresponding amount of capital. The demand of paid-in system occupies the capital of the enterprise, inhibits the investment and Entrepreneurship of the industry to a certain extent, and reduces the operating efficiency of the enterprise capital. The subscription system is that the industry and Commerce Department only cancels the total registered capital pledged by the company, does not need to cancel the paid-in capital, and no longer receives the certificate of capital verification. The subscription cancellation system can effectively improve the efficiency of capital operation and reduce the cost of enterprises without occupying the capital of enterprises.
除了法律、行政法规以及国务院对公司注册资本实缴有另行的规则以外，公司法将注册资本实缴注销制改为认缴注销制，取消了公司股东应当自公司成立之日起两年期限内需缴足出资的规则。
In addition to laws, administrative regulations and other rules of the State Council on the payment of registered capital, the Company Law has changed the cancellation system of paid-in registered capital into the subscription cancellation system, and has abolished the rule that shareholders of a company should pay their full capital contribution within two years from the date of the establishment of the company.
