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ODI Overseas Investment Filing

The first formalities for the compliance exit of funds. The → commercial department of the National Development and Reform Commission records the foreign exchange registration of the issuing → bank. The three links are completed by one team, and the path is determined first, and then the declaration is made.

Overview

One page to understand ODI filing

Why do it?

Domestic enterprises investing abroad are required by law to file first. There is no record of filing, the funds cannot be released, and the profits cannot be returned.

Who needs to do it

As long as the domestic company invests for the purpose of acquiring the equity of the overseas enterprise - even if the amount is small, it needs to be handled.

What did you get when you finished?

"Overseas Investment Project Filing Notice" + "Enterprise Overseas Investment Certificate" + Bank Foreign Exchange Registration Certificate.

Certificate validity

The "Enterprise Overseas Investment Certificate" is valid for 2 years. The actual investment must be completed within the validity period. If it is overdue, it must be processed again.

Definition

What is ODI Filing

Outbound Direct Investment (ODI)refers to the act of an enterprise in China acquiring the ownership, control, management and other rights and interests of a non-financial enterprise abroad through new establishment, mergers and acquisitions and other means. According to the current regulations, domestic enterprises must complete overseas investment in turn.Development and Reform Department Filing (or Approval)→ Commerce Department Filing → Bank Foreign Exchange Registration, only after all the funds are completed can they leave the country in compliance.

What we're looking at for the record isInvestment BehaviorInstead of the size of the amount: the establishment of new overseas subsidiaries, the increase of capital for overseas companies, and the acquisition of overseas equity are all within the scope of supervision. If the company has been registered overseas but it was not done at that time, it belongs to stock replenishment, and the sooner it is replenished, the more proactive it is.

When you're done, you'll have three documents in your hand.

  • 1
    Notice of Recordation of Overseas Investment ProjectsIssued by the development and reform department, the statutory provisions for filing projects are 7 working days
  • 2
    "Enterprise Overseas Investment Certificate"Issued by the Commercial Department, valid for 2 years
  • 3
    ODI Foreign Exchange Registration CertificateThe bank handles it, and after completion, the investment funds can be remitted out
Who

In these cases, ODI filing is required

Overseas subsidiaries

Establish new companies, branches, and joint venture entities in Southeast Asia or other regions, and use domestic funds to contribute capital.

Capital increase or M&A

Increase the capital of existing overseas companies, acquire equity in overseas companies, and obtain control or management rights.

Cross-border e-commerce fund collection

Multi-platform payment collection requires compliance collection and departure, and ODI is the basic action for long-term compliance operations.

Stock replenishment

The overseas company has been established, but it did not file for the year, and it needs to make up for it before making return investment or subsequent changes.

Process

Complete the three-step process and apply online for the entire process

1

Development and Reform Department Filing

Take the "Overseas Investment Project Filing Notice"

The online system submits the filing form and project materials, focusing on reviewing the compliance of the project and whether it involves sensitive industries or sensitive areas.

Statutory contract 7 working days
2

Department of Commerce filing

Take the "Enterprise Overseas Investment Certificate"

Submit the filing and issue the certificate according to the notice of the National Development and Reform Commission. The project cycle of the filing type is short, and the sensitive type needs to be transferred for approval.

Statutory agreement 3–10 working days
3

Bank Foreign Exchange Register

Funds Compliance Remittance

Bring the first two documents to the bank for ODI foreign exchange registration, and after the registration is completed, the investment funds can be remitted.

About 1–5 business days
⚠️ Exceptions: Projects involving sensitive countries (regions) or sensitive industries with a large investment amount from the Chinese side (such as more than $300 million) must be reported to the National Development and Reform Commission and the Ministry of Commerce.Approved byInstead of filing, the cycle is lengthened accordingly. This type of project will be identified in advance at the path determination stage, and will not be discovered until halfway through.
Risk

No record, where is the card?

🚫

Can't get the money out

Banks will not remit funds for offshore investments that have not been filed, and projects can only be dragged or greyed out.

💸

Profit not coming back

There is a lack of legal cooperation channels for overseas dividends and capital reduction and return, and the money on the account looks too much and cannot be used.

🔁

Returning investment blocked

Holding overseas entities to return to China to set up foreign-funded companies and enjoy foreign capital policies requires ODI records to support them.

🔍

Review chuck

Financing due diligence and listing verification will question the legitimacy of overseas entities, and failure to file is a hard injury.

Checklist

Materials to prepare

Corporate Base Materials

  • Copy of business license (with official seal)
  • Articles of Association
  • Audited financial statements for the most recent year
  • Resolutions of the Board of Directors/Board of Shareholders on Overseas Investment
  • Proof of legal representative's identity

Project Related Materials

  • Overseas Investment Filing Form
  • Feasibility Study Report or Investment Climate Analysis
  • Description of the source of investment funds
  • Overseas Investment Authenticity Commitment
  • Draft articles of association or cooperation intention documents of overseas companies (mergers and acquisitions with prior-period report form)

Note: The bill of materials is subject to the current requirements of the accepting authority, and additional letters of advice from the industry authorities may be provided for sensitive industry projects. All of the above materials will be provided with macros and pre-screened one by one to avoid being returned due to material issues.

Benefits

Benefits after

✈️
Funds Compliance ExitInvestment and operating funds are normally remitted according to the filing limit
🏛️
Overseas account opening smoothlySmoother file opening and subsequent compliance review
🔄
Evidence of return investmentOverseas entities return to reinvestment, procedures are supported
📊
No obligation to declareStatistical declaration, annual report reminder, we follow up for a long time
🎁
Policy eligibility entitles you toEligible projects can apply for relevant support policies
🤝
Endorsement of Listing Due DiligenceFinancing, mergers and acquisitions, listing verification can withstand questioning
FAQ

FAQs

The investment amount is very small, should I also file for ODI?

Yes. The filing supervision is the act of "obtaining the rights and interests of overseas enterprises", regardless of the size of the amount, there is no exemption limit. The size of the amount only affects the acceptance level and the strength of the review.

The overseas company has already been registered, can you make up for it?

Yes, this is stock replenishment. It is necessary to sort out the investment path at that time and fill in the materials, and the sooner you make up, the more proactive you will be - dragging it until you want to return the investment or financing due diligence will magnify the cost and risk.

Can an individual file an ODI?

The reporting entity for ODI filing is a domestic enterprise. Individuals' overseas investment takes another path (such as 37th document registration), and the two cannot be mixed. If your structure is a personally owned offshore company, it is recommended to talk about it before you do it.

Approximately how long is the cycle? What step will the card take?

The legal time limit for the three parts of the filing project is about 15–20 working days in total, which is often affected by material correction in practice. The most common sticking points are poor quality research reports and vague descriptions of funding sources - both of which we have mature templates for.

How to set up an overseas structure, talk about it first and then do it

Tell us the investment destination, investment method and fund size, and give a preliminary judgment on the filing path within 24 hours.

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