2025Interpretation of Overseas Investment Registration (ODI) Policy and How to Apply

Nowadays, many large companies are not satisfied with the current domestic market.，Want to develop overseas markets，There are two ways to invest abroad:，One is to establish a new company，But there are two forms of mergers and acquisitions，However, each form requires overseas investment registration.，It is understood，Overseas investment registration filing locations vary depending on the amount of investment. The Chinese investment amount is less than US$300 million.(Contains 300 million)Filing by the National Development and Reform Commission，Chinese investment of less than US$300 million shall be registered with the Provincial Development and Reform Commission(The amount of investment refers to the securities invested by directly or indirectly controlled overseas enterprises for the project.，physical object，technology，Equity，Debt and other assets as well as financing and guarantee comprehensive)。

According to relevant regulations，Domestic non-state-owned enterprises conduct overseas direct investment or mergers and acquisitions transactions，Requires approval from the commerce department for overseas investment、Approval or filing of overseas investment projects by the National Development and Reform Commission、Three major aspects of bank foreign exchange registration(Enterprises involving state-owned assets must obtain approval from the State-owned Assets Supervision and Administration Commission.)。

If the enterprise is a state-owned enterprise, it will also involve the State-owned Assets Supervision and Administration Commission.;If the enterprise is in a special industry，Such as military industry，The safety management department may also be involved;If it is a fund product，QD product rules should also be followed。

The government units involved mainly include the Ministry of Commerce、National Development and Reform Commission、State Administration of Foreign Exchange：The overseas investment review process is mainly divided into：Internal decision-making - National Development and Reform Commission、Declaration by the Ministry of Commerce - declaration by the foreign exchange administration department of overseas investment：Approval system and filing system;(1)approval system：Applicable conditions：Enterprises’ overseas investments involve sensitive areas、Sensitive industries;Approval authority：National Development and Reform Commission and Ministry of Commerce。

(2)Filing system：【Applicable conditions】：Investment projects outside the approval system;【Recording authority】：Competent authorities and local authorities(Work is divided);[Specific division]：National Development and Reform Commission(The National Development and Reform Commission is responsible for central enterprises，Financial enterprises with central management、Or enterprises and local enterprises directly managed by their affiliated institutions but the Chinese investment amount exceeds US$300 million in overseas investment projects.，The local development and reform commission is responsible for the registration of investment projects of local enterprises with less than 300 million US dollars.);Commercial authorities(The Ministry of Commerce is responsible for the registration of central enterprises，The local commercial committee is responsible for local enterprise registration)。

Restrictions on the direction of overseas direct investment. The restrictions on the direction of overseas direct investment are mainly restrictions on sensitive industries and sensitive areas/restrictions.，This main rule can be found in documents issued by the National Development and Reform Commission and the Ministry of Commerce.，The corresponding identification will also be reviewed by the department。Generally, ODI depends on the investment amount.、industry、and other factors，Divided into filing system and approval system。

Non-significant amount investments or non-sensitive investments are subject to the filing system，Just go through the filing procedures，The approval system requires relevant departments to approve whether such investments are allowed.。therefore，Sensitive industries and sensitive areas/does not mean investment in them is prohibited，Instead, it requires approval from the National Development and Reform Commission and the Ministry of Commerce.。

Registration conditions for overseas investment of enterprises

1. Applicant conditions：Enterprises established in accordance with the law in China、Public institutions
2. Have or meet the following conditions，Approved for filing：Complete application materials、truthfully and completely，comply with legal form。
3. One of the following situations，Not to be recorded：(1)The application materials are incomplete or do not comply with the legal form。(2)subject to approval。(3)The company provides false materials for application。(4)Other circumstances not subject to filing。
4. Investment entity business license;
5. Audited financial statements of investment entities;
6. Proof of source of funds;
7. Agreement documents of intent signed between the investment entity and the foreign party;
8. authority decision documents;
9. Equity structure chart tracing back to the actual controller;
10. Project Authenticity Commitment Letter Benefits of Overseas Investment Registration Application
11. Explore overseas markets，Obtain local policies or tax incentives，Speed ​​up capital accumulation;
12. Facilitate business transfers with overseas customers，Reduce transfer procedures and costs;
13. Improve domestic corporate image，Increase corporate added value;
14. Coordinate the development of domestic and overseas enterprises，Optimize resource allocation。

The currently required list probably includes the following:：

1. Investment entity registration certificate documents
2. Equity structure chart of investment entities traced back to the actual controller
3. Audited financial statements of investment entities
4. Investment decision-making documents of investment entities
5. A legally binding agreement or similar document
6. Supporting documents proving the authenticity and compliance of the source of investment funds
7. Overseas Investment Authenticity Commitment Letter
8. A third party issues an audit report on investment entities in the past year
9. The monthly financial report of the investment entity is then reviewed by different departments according to different document types.，It takes about 2 and a half to 3 months。

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