Overseas Direct Investment (ODI) Filing

Enterprises making overseas direct investments (ODI), such as setting up new companies, mergers, or acquiring foreign equity, must comply with the ODI Filing regulations. They must secure approvals from:

MOFCOM (Ministry of Commerce)
NDRC (National Development and Reform Commission)
Bank (Foreign exchange registration)

For state-owned assets, SASAC (State-owned Assets Supervision and Administration Commission) approval is also required.

ODI Approval and Filing Mechanism

ODI approval is categorized into filing-based and approval-based mechanisms, depending on factors such as investment amount, industry, and target country. Generally, non-major and non-sensitive investments are subject to the filing-based process, while investments in sensitive industries, sensitive regions, or those exceeding a certain amount require NDRC and MOFCOM approval.

Overseas investment approval or filing standards (investment currency: US dollars)

Required Documents for ODI Registration

Copy of business license
Board of Directors / Shareholders’ resolution or relevant capital contribution decision
Proof of assets, operations, and creditworthiness of both the Chinese investor and foreign partner (e.g., last fiscal year's audit report, financial statements, bank deposit certificate)
Letter of intent for financing (if applicable)
For investments involving securities, physical assets, intellectual property, technology, equity, or debt, a valuation report or third-party certification from a licensed accounting or asset valuation firm is required
Letter of intent or framework agreement for mergers, joint ventures, or acquisitions
Approval from the State-Owned Assets Supervision Authority (for state-owned enterprises)
Due diligence report from a licensed law firm or accounting firm for mergers and acquisitions
Other relevant supporting documents

ODI Modification Requirements

For approved or filed projects, any of the following changes require prior approval from the original approval or filing authority:

Change in the investing entity (increase or decrease of investors)
Significant changes in the investment location
Major adjustments in the investment content or scale
Changes in the Chinese investment amount exceeding 20% or USD 100M
Other significant adjustments that affect the original approval or filing documents

Post-Approval ODI Management Requirements

1. Overseas Entity Registration

The overseas entity must register with the Commercial Office of the Chinese Embassy or Consulate in the host country and obtain a registration receipt.

2. Annual Report to the State Administration of Foreign Exchange (SAFE)

Starting from the second year, between April 1 and June 30, enterprises must submit an annual ODI stock equity registration to SAFE.

3. Monthly and Annual Reports to MOFCOM

Monthly Report: If investment funds are remitted abroad during the month, a monthly report must be submitted by the 10th of the following month. If no funds are remitted, no report is required.
Annual Report: Starting from the second year, an annual report must be submitted by June 30 for the previous year.

Important Notes

If multiple domestic investors jointly invest in the same overseas enterprise, the investor with the largest shareholding or investment amount must serve as the primary applicant. Other investors must provide written consent, and the primary applicant submits the ODI filing request on behalf of all investors.
If multiple domestic investors establish a limited partnership or limited liability company (Joint ODI Filing Entity) in China to invest abroad, the Joint ODI Filing Entity must submit the ODI application.
ODI approval is valid for two years. If investment funds are not remitted abroad within the validity period, a new approval or filing application is required.