📑 Commercial cases · Awareness case
An Italian Father and Daughter Sold a Suzhou Restaurant to Another Italian Without Paying In the Capital — Settled for RMB 180,000 · Yalla China
🤝 Governing law: 民法典；公司法 / Civil Code; Company Law
An Italian father and daughter sold their Suzhou restaurant company to another Italian for RMB 500,000 without having paid in its capital; the buyer paid it himself and withheld the price. On appeal the Suzhou international commercial court brokered a settlement of RMB 180,000 in instalments.
Illustrative, general educational examples — not real specific facts and not legal advice; for awareness only. For an actual situation, consult a licensed lawyer.
From the SPC's third batch of foreign-related commercial mediation cases (16 April 2026): a restaurant company registered in Suzhou as a foreign-invested enterprise was owned by Italian nationals Ma and his daughter, with subscribed capital of EUR 50,000 due by 31 December 2020. In June 2022 they sold all shares to another Italian, Lu, for RMB 500,000, agreeing on Suzhou courts and Chinese law. Lu found the capital had never been paid in, paid it himself and refused to pay the price. The first-instance court found for the sellers and Lu appealed. The Suzhou Intermediate Court's international commercial tribunal explained to the sellers that hiding the capital defect could reduce the price, and to the buyer that even after set-off he still owed the balance plus default liability; they agreed on RMB 180,000 in instalments, the first paid on signing day.
🎓 The lesson / takeaway
When buying a company in China — even from compatriots — check whether the subscribed capital was actually paid. Foreigners may agree on Chinese courts and law, and court-led mediation can save years of litigation.
🕒 Updated: 16 March 2026