Outbound Investment Filing: Process, Required Materials and Precautions

As market competition becomes increasingly fierce, Many businesses are beginning to turn their attention overseas, Expand business by registering an overseas company or investing in foreign enterprises. This type of activity falls under the category of overseas investment., Enterprises need to apply for overseas investment filing in accordance with the law. Overseas investment refers to domestic enterprises’ newly established, Owning or acquiring ownership of non-financial enterprises overseas through mergers and acquisitions, etc., control, Behavior of operating management rights and other rights and interests. According to regulations, Domestic enterprises conducting overseas investments must go through registration or approval procedures with the competent commerce department., That is, overseas investment registration. Even if a company invests in its own overseas companies, It is also necessary to complete the filing process.

Process

1. Enterprises carry out overseas investments subject to registration management: Central enterprises report to the Ministry of Commerce for filing; Local enterprises must report to the local provincial commerce department for registration..
2. Business operations involving sensitive countries and regions, Overseas investment in sensitive industries (subject to approval management): Central enterprises apply to the Ministry of Commerce; Local enterprises apply to the Ministry of Commerce through the local provincial commerce department..
3. Two or more enterprises jointly carry out overseas investment: The relatively large shareholder shall complete the filing or apply for approval after seeking the written consent of other investors.. If the shareholding ratio of each party is equal, After negotiation, one party shall handle the filing or apply for approval.. If the investors do not belong to the same administrative region, The Ministry of Commerce or the provincial commerce department responsible for filing or approval shall inform the commerce department where other investors are located of the results..

Materials required for Guangzhou overseas investment registration

Materials required by Guangzhou Commerce Commission Department

1. Overseas Investment Registration Form;
2. Copy of business license of investment entity;
3. Company board of directors resolutions or shareholder meeting-related investment resolutions;
4. Overseas enterprise articles of association or merger and acquisition contract, protocol;
5. Audit report of the investment entity in the past year;
6. Overseas M&A projects should provide the financial statements of the acquired party and the "Preliminary Report Form for Overseas M&A Matters";
7. Description of preliminary work (due diligence, Feasibility study report, Funding source description, Investment environment analysis), Such documents can be entrusted to be written by a professional agency;
8. invest, M&A or joint venture cooperation projects, Submit a letter of intent or framework agreement signed by the Chinese and foreign parties;
9. Leaving the country with own funds, Provide proof of own funds (such as bank deposit certificate);
10. Involving bank financing, Provide a letter of intent issued by the bank including the financing amount;
11. Commitment letter on authenticity of overseas investment signed by investment decision-makers, And provide a copy of the identity certificate of the corresponding person..

Materials required by Guangzhou Development and Reform Commission departments

1. Approval or filing application form;
2. Project application report (enterprises can fill it out according to the actual situation);
3. Project application report attachments, include:
4. Copy of business license of investment entity;
5. Audit report of the investment entity in the past year;
6. Company board resolutions or related investment resolutions;
7. Project due diligence report;
8. tender, M&A or joint venture cooperation projects, Submit a letter of intent or framework agreement signed by the Chinese and foreign parties;
9. non-monetary external investment, An evaluation report is required;
10. Leaving the country with own funds, Provide proof of own funds;
11. Involving bank financing, Provide a letter of intent issued by the bank including the financing amount;
12. Commitment letter on authenticity of overseas investment signed by investment decision-makers.

also, Enterprises also need to go through procedures such as applying for overseas investment electronic keys and overseas registration., Please refer to the relevant guidelines for the required information.

Guangzhou Overseas Investment Registration Process

1. Fill out the "Overseas Investment Registration Form", After stamping, submit it together with a copy of the business license to the Guangzhou Commerce Commission for filing.;
2. Get certificate, and file with the National Development and Reform Commission;
3. Apply for overseas investment electronic key;
4. by letter, fax, Report to the embassy (consulate) abroad (economic and commercial office) in a timely manner by email or other means.

Things to note when filing overseas investments

According to the regulatory trend of the state strictly controlling irrational foreign investment, It is more difficult to apply for corporate overseas investment registration in the following situations::

• Invest in sensitive countries and regions (such as countries that have not established diplomatic relations with my country or countries at war);
• Investing in sensitive industries (such as weapons manufacturing, Cross-border water resources development, News media, etc.);
• Industries in the sensitive industry directory, including real estate, hotel, cinema, entertainment industry, Sports clubs and equity investment funds or investment platforms established overseas without specific industrial projects.

Investment entity size and establishment time requirements

Practical operation shows, The success rate of filing is lower in the following situations::

• Mother and son are big: For example, the market value of domestic investment entities is only tens of millions of yuan., But applied for hundreds of millions of yuan in foreign investment, When filing, reasonable declarations must be made based on the actual situation of the company..
• quick set quick exit: Newly established enterprises apply for overseas investment, Approval cycles are typically shorter than for mergers and acquisitions, But compliance requirements are higher, Need to evaluate carefully.

In which region is the company registered?, In which region should overseas investment registration be processed?. For example, If the registered address is in Shenzhen, apply for Shenzhen overseas investment registration; If it is a Guangzhou company, You need to apply for Guangzhou overseas investment registration. Guangzhou company passed the new establishment, Owning non-financial enterprises overseas or acquiring ownership of existing non-financial enterprises through mergers, acquisitions and other means, control, Management rights and other rights and interests, All belong to the category of overseas investment, Registration must be carried out as required.