Outbound Investment Filing: National Development and Reform Commission, Approval process and precautions of the business department and foreign exchange management department

According to Article 2 of the 'Measures for the Administration of Overseas Investment by Enterprises', Overseas investment refers to enterprises within the People's Republic of China (hereinafter referred to as”investment entity”directly or through its controlled overseas enterprises, Invested assets, Equity or provide financing, Methods such as guarantees, Obtain foreign ownership, control, Investment activities in management rights and other related interests. Overseas investments can enjoy tax benefits from the host country, Conveniently capture overseas markets more quickly, and deepen technological exchanges between our country and the host country. According to my country’s current laws, The domestic approval process for overseas investment projects includes the National Development and Reform Commission, Business Department, Three parts of the foreign exchange management department. The competent authorities for the domestic review and approval process for overseas investment projects are now, Basis for filing, Materials required for filing, Processing time limit, Notes, etc. are summarized.

National Development and Reform Commission approval process

competent authority

According to the "Measures for the Administration of Overseas Investment by Enterprises" (National Development and Reform Commission Order No. 11), For local enterprises (if the investment project is not a sensitive project, Does not involve sensitive countries and regions, Not involving sensitive industries).

Basis for filing

"Measures for the Administration of Overseas Investment by Enterprises" (National Development and Reform Commission Order No. 11), "Notice of the National Development and Reform Commission on Issuing the Supporting Format Text of the Measures for the Administration of Overseas Investment by Enterprises (2025 Edition)" (Fagai Foreign Investment [2025] No. 252).

Filing materials

1. "Overseas Investment Project Registration Form";
2. Attachment to "Overseas Investment Project Registration Form":
   • Investment entity registration certificate documents;
   • Equity structure chart of investment entities traced back to the ultimate actual controller;
   • Latest audited financial statements of investment entities;
   • Investment decision-making documents of investment entities;
   • Legally binding investment agreement or similar document;
   • Supporting documents proving the authenticity and compliance of the source of investment funds;
   • Overseas Investment Authenticity Commitment Letter.

Processing time limit

Complete project filing form and attachments, comply with legal form, The filing authority shall accept the application. The filing authority shall issue a filing notice to the investment entity within 7 working days from the date of accepting the project filing form.. In actual operation, Since there are many companies that apply for overseas investment registration certificates,, Few government staff, Each company has complicated information, It takes a day or two to look at a company’s information, Therefore, the actual processing time is about two months..

Precautions for approval by the National Development and Reform Commission

1. Approval documents, The registration notice is valid for 2 years. If it is necessary to extend the validity period, The investment entity shall submit an application for extending the validity period to the authority that issued the project approval document or filing notice 30 working days before the expiration of the validity period..
2. Approved, Items registered, When the following situations occur, The investment entity shall submit a change application to the authority that issued the project approval document or filing notice before the relevant circumstances occur.:
   • Increase or decrease in investment entities;
   • Significant changes in investment locations;
   • Major changes in main content and scale;
   • The change in the amount of Chinese investment reaches or exceeds the original approval, 20% of the filing amount, Or the change in the amount of Chinese investment is US$100 million or more;
   • Other situations that require major adjustments to the relevant content of the project approval document or filing notice.

Business department approval process

competent authority

According to the "Overseas Investment Management Measures", The Ministry of Commerce and provincial-level commerce authorities will determine whether companies invest overseas based on the different circumstances of their overseas investments., Implement filing and approval management separately. Enterprises’ overseas investments involve sensitive countries and regions, Sensitive industries, Implement approval management. Overseas investment in other circumstances, Implement filing management, Among them, local enterprises report to the local provincial commerce department for registration..

Basis for filing

"Overseas Investment Management Measures" (Ministry of Commerce Order No. 3, 2014), "Notice of the General Office of the Ministry of Commerce on Effectively Managing Overseas Investments" (Shangbanhehan [2014] No. 663).

Filing materials

Enterprise passed”Overseas investment management system”Submit filing application materials, And submit the authenticity review paper materials to the municipal (state) commerce department for review. If the materials are complete, Report to the Department of Commerce. After the Department of Commerce reviews the company’s authenticity materials,, to those that meet the requirements, Accept enterprise registration applications in the system. The following information needs to be submitted:

1. "Overseas Investment Registration Form";
2. Copy of business license;
3. Articles (or contracts) related to foreign investment and establishment of enterprises or mergers and acquisitions, protocol);
4. Relevant board resolutions or investment resolutions;
5. Latest audited financial statements (full set);
6. Description of preliminary work implementation (including due diligence, Feasibility study report, Description of sources of investment funds, Investment environment analysis and evaluation, etc.);
7. Overseas Investment Authenticity Commitment Letter;
8. Foreign investment in the category of mergers and acquisitions, You also need to submit the "Preliminary Report Form for Overseas M&A Matters" online.

Filing time limit

Fill out the "Overseas Investment Registration Form" and application information truthfully, whole, comply with legal form, And the enterprise declares in the "Registration Form" that its overseas investment does not have the circumstances listed in Article 4 of the "Overseas Investment Management Measures" (endangering the national sovereignty of the People's Republic of China)., Safety and social public interest, or violate the laws and regulations of the People's Republic of China; Harm the relations between the People's Republic of China and relevant countries (regions); Violation of international treaties concluded or acceded to by the People's Republic of China, agreement; Export of products and technologies prohibited from export by the People's Republic of China), The provincial commerce department shall file the application and issue an "Enterprise Overseas Investment Certificate" within 3 working days from the date of acceptance..

Filing results

Issued "Corporate Overseas Investment Certificate".

Foreign exchange management department approval process

According to the "Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving Foreign Exchange Administration Policies for Direct Investment", The bank at the place where the enterprise is registered shall directly review and handle foreign exchange registration under domestic direct investment., The State Administration of Foreign Exchange implements indirect supervision over direct investment foreign exchange registration through banks.. The company can choose the bank in the place of registration to handle foreign exchange registration for overseas direct investment., Then handle the opening of accounts related to overseas direct investment., Overseas direct investment fund remittance and other procedures.

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