Meaning
Formal demands for payment represent the legal instrument by which a company requires its shareholders to fulfill their unpaid capital commitments. This document, known as a capital call notice, has gained heightened legal significance under the revised PRC Company Law. It initiates the procedural countdown for a shareholder to inject mandatory funds into the business entity.
Procedural Execution
Corporate managers must follow strict administrative steps when demanding outstanding registered capital. The dispatch of a capital call notice must specify a reasonable grace period of at least sixty days for the receiving shareholder to make the required remittance. This notice must be formally delivered using methods that provide verifiable proof of receipt.
Failure to follow this timeline invalidates subsequent punitive measures.
Shareholder Default
Non-performance after the grace period expires triggers severe corporate remedies against the delinquent investor. Once a shareholder receives a capital call notice and fails to pay, the board of directors can vote to issue a forfeiture declaration to strip that shareholder of their equity rights. This mechanism allows compliant shareholders to preserve corporate liquidity.
It is a critical self-help remedy in joint ventures. The company can then sell or cancel the forfeited shares within six months to restore capital balance. This process must be conducted in accordance with the corporate articles of association.
Regulatory Compliance
Registry bureaus require documentation of these notifications during corporate audits or when changes in registered capital are filed. Filing a capital call notice demonstrates to the State Administration for Market Regulation that the company has actively managed its equity structure. The registry rejects subsequent capital reduction applications if the company cannot prove it dispatched these notices to delinquent investors first.