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Regulations on Overseas Investment and SAFE Circular 37 Registration for Domestic Residents (Circular 37)
Domestic residents (institutions and individuals) establishing or controlling overseas enterprises for investment and financing must comply with Circular 37 and complete overseas investment filing. This registration is the only legal way for Chinese individuals to hold shares in overseas companies.
Timing and Process
For red-chip structuring before an overseas listing, foreign exchange registration must be completed at a domestic bank after setting up the overseas holding company but before establishing the WFOE. Once registered, the company can open overseas accounts and handle capital transactions (e.g., profit remittance).
Required Documents
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Application form & ID copy
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SPV registration & shareholder proof
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Business license & financial statements
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Investment plan & board resolution
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Other supporting documents if required
Key Considerations
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New OPCOs (<1 year, no operations) may be ineligible.
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All shareholders must register together or submit a non-application commitment.
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Multiple founders should register separate BVI companies to maintain investment flexibility.
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