Does a U.S. Registered Company Require Paid-in Capital? A Comprehensive Analysis and Practical Guide

Does a U.S. registered company require actual paid-in capital? This is a question that concerns many entrepreneurs and investors who are planning to do business in the U.S. With the growing economic ties between China and the U.S., an increasing number of Chinese companies and individuals choose to establish businesses in the U.S. to expand into international markets or conduct cross-border investments. However, during the registration process, misunderstandings and confusion often arise regarding the concept and operation of paid-in capital.

First, we need to clarify a basic fact most U.S. states do not require companies to actually pay in the full registered capital at the time of registration. Unlike Chinese company law, U.S. company law, especially the Uniform Business Corporation Act, focuses more on a company's actual operational capability and shareholder liability rather than the initial investment amount. From a legal perspective, the U.S. does not require shareholders to fully pay the registered capital at the time of incorporation.

However, this does not mean that companies can completely ignore financial considerations. In reality, although there is no mandatory requirement for paid-in capital, a company still needs to have certain operational capacity; otherwise, it may face the risk of having its license revoked. For example, if a company has been inactive for a long time and has no assets or income, the state may consider it a zombie company and cancel its registration.

In recent years, with the strengthening of U.S. regulations on foreign investment and the increased requirements for tax compliance, the financial situation of companies during registration has received more attention. In June 2025, the U.S. Treasury released a report on foreign entities establishing companies in the U.S., pointing out that some Chinese companies were rejected in their registration or faced increased regulatory risks due to insufficient disclosure of funding sources or business plans. The report emphasized that although there is no requirement for paid-in capital, companies must provide a reasonable business plan and proof of funding sources to ensure their legality and sustainability.

Some states have higher capital requirements for specific types of businesses. For example, New York State has higher minimum capital requirements for financial institutions such as banks, insurance companies, and securities firms. These industries typically require paid-in capital to protect customer interests and maintain market stability. However, for common limited liability companies LLCs or corporations Corporations, most states do not impose such restrictions.

Another notable trend is that some U.S. states are pushing for reforms in corporate capital structures. For instance, in early 2025, California proposed a bill to lower the capital threshold for small businesses to encourage entrepreneurship. Although the bill has not yet passed, it reflects the flexibility of U.S. company law and the support for the development of small businesses.

From a practical perspective, even if there is no requirement for paid-in capital, there are still several important points to note when registering a company

1. Determine the company type Different types of companies, such as LLCs, CCorps, and SCorps, have significant differences in taxation and legal responsibilities. Choosing the right structure helps avoid risks.

2. Submit accurate information U.S. company registration requires detailed information about shareholders, company address, and business scope. False information may lead to the revocation of the company.

3. Maintain financial transparency Although there is no requirement for paid-in capital, the company still needs to open a separate bank account and keep clear financial records to meet tax and audit requirements.

4. Understand state tax policies Tax rates on company profits vary by state, and some states also require companies to pay a minimum tax. It is important to plan taxes in advance.

In recent years, with the development of cross-border e-commerce and digital services, an increasing number of Chinese companies register companies in the U.S. for overseas sales or brand building. For example, in late 2025, a well-known e-commerce platform announced the establishment of a subsidiary in Texas to manage operations in the North American market. The company did not pay a large amount of capital at the time of registration but gradually expanded its business through renting office space and hiring local employees.

Overall, the U.S. does not require companies to pay in registered capital. However, companies still need to have a certain level of operational capability and compliance awareness. As U.S. regulations on foreign investment become more detailed, future policy adjustments on corporate capital structures may emerge. For investors planning to set up businesses in the U.S., staying informed about local legal changes and seeking professional legal and tax advice is key to reducing risks and achieving stable development.