ODI (Overseas Direct Investment) filing refers to the process by which domestic enterprises or organizations, after obtaining approval from relevant departments, directly invest overseas through means such as establishment, mergers and acquisitions, or equity participation, with the core objective of controlling the management and operation of overseas enterprises. If domestic investors wish to register a company overseas and invest directly abroad, the first step is to complete ODI filing. Without ODI filing, no investment activities can be conducted overseas.

· There are actual projects being carried out overseas (establishing new overseas companies, acquiring overseas companies, and setting up overseas representative offices).

· Companies that have already been established and wish to repatriate their profits must provide proof of compliant outbound investment to the bank. 

· Foreign-invested enterprises open capital accounts where equity involves domestic natural persons or domestic enterprises.

· When a company opens an NRA account, its equity holdings may involve domestic individuals or companies. 

· Compliance requirements for overseas listings and the establishment of overseas equity incentive platforms  

Which companies need to apply?

ODI Overseas Investment Filing

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Requirements for Overseas Investment Registration by Enterprises

A: The domestic company should ideally have been established for more than one year;

B: An audit report issued by an independent third-party accounting firm for the most recent year (no losses are allowed);

C: Return on equity (yield) = net profit / shareholders' equity, preferably higher than 5%, the higher the better;

D: Debt-to-equity ratio = total liabilities / total assets, preferably lower than 78%, the lower the better.

Materials required for ODI (Overseas Direct Investment) filing application:

A: Request for approval from the National Development and Reform Commission (NDRC);

B: Overseas investment filing form;

C: Copy of business license;

D: Letter of commitment regarding the authenticity of overseas investment;

E: Resolution of the company regarding the proposed establishment or acquisition of a wholly-owned overseas subsidiary;

F: Project background description;

G: Equity structure diagram of the investment entity tracing back to the ultimate controlling shareholder;

H: Proof of funds (original bank deposit certificate);

I: Audit report.

National Development and Reform Commission approved the project.

The process involves applying for a project with the National Development and Reform Commission (NDRC), submitting project information, and having domestic investors sign all required legal documents. Once approved or filed by the NDRC, an approval document or filing notice will be issued.

Ministry of Commerce Approval and Issuance of Certificates

The commerce department will approve or register the "Certificate of Overseas Investment by Enterprises" and issue it. Enterprises should carry out overseas investments within two years of receiving the certificate.

Filing with the State Administration of Foreign Exchange

Banks' foreign exchange lending is regulated by the State Administration of Foreign Exchange (SAFE). For investments exceeding US$5 million, banks must report to SAFE, which will then issue a "Foreign Exchange Registration Certificate for Overseas Direct Investment" to the domestic enterprise after review.

Extended services: Registration under document No. 37.

Circular 37 allows domestic individuals to establish special purpose companies overseas for financing purposes, which are then used to reinvest in China after overseas financing. The information required for registration includes: (1) personal information of domestic residents; (2) information on domestic legal assets or rights (i.e., "VIE company"); and (3) information on the SPV (usually an overseas "BVI company").