Chinese English
‌Quotation

ODI / SAFE Circular 37 Filing

ODI
SAFE Circular 37

In accordance with the Administrative Measures for Overseas Investment by Enterprises issued by the National Development and Reform Commission of the People's Republic of China, enterprises registered within the territory of the People's Republic of China that directly or indirectly obtain the ownership, control right, or operation and management right of an overseas company shall comply with these Measures.

Domestic enterprises investing in companies outside mainland China (including Hong Kong, Macao, Taiwan and other countries and regions), whether through the establishment of new enterprises or the acquisition of enterprise equity, shall all comply with the aforementioned regulations.
"SAFE Circular 37" is an important policy document issued by the State Administration of Foreign Exchange.

It is mainly used to regulate the foreign exchange administration of domestic residents' overseas investment and financing as well as round-trip investment through Special Purpose Vehicles (SPVs).

WHICH

A Foreign-Invested Enterprise Opens a Capital Account, with Equity Interests Involving Domestic Natural Persons or Domestic Enterprises
There are Actual Ongoing Projects Overseas (Including Establishing New Overseas Enterprises, Acquiring Overseas Enterprises, and Setting Up Overseas Representative Offices)
Overseas Enterprise Listing Compliance Requirements and Equity Incentive Platform Established Overseas
Already having an overseas entity and intending to repatriate overseas funds back to China

MATERIALS REQUIRED

Serial
Name
Details
1
National Development and Reform Commission (NDRC) and Ministry of Commerce (MOFCOM)

Photocopy of the Enterprise Business License.

A detailed plan for the investment project, covering the investment purpose, amount, source of funds, target country or region of investment, and target enterprise, etc.

Proof of Source of Funds, such as bank deposit certificates, financial statements, etc.

A resolution of the board of directors or a resolution of the shareholders' meeting, which indicates the approval to conduct overseas investment.

Articles of Association and Related Agreements of the Overseas Company.

Statement on the Implementation of Preparatory Work.

Due Diligence Report (in case of M&A transactions).
2
State Administration of Foreign Exchange (SAFE)

ODI Filing Approval Notice.

Other Relevant Documents.

APPLICATION PROCESS

  • 1

    Preliminary Requirement Communication

    Confirm the Investment Destination

    Investment Type

    Basic Information such as Investment Amount

  • 2

    Finalize the Cooperation and Sign the Agreement

    Confirm the Cooperation Intention

    Sign the Contract

    Make Payment

  • 3

    The Project Commences

    Confirm the Docking Personnel of Both Parties

    Finalize the Investment Plan

    Organize and Submit the Document Checklist

  • 4

    Detailed Project Execution

    Draft the Application Materials

    Overseas Company Registration and Bank Account Opening

  • 5

    Filing and Approval

    Submit the Declaration and Await Approval

  • 6

    Filing Completed

    Obtain the Outbound Investment Certificate issued by the Ministry of Commerce

    Obtain the Overseas Investment Project Filing Confirmation Letter from the National Development and Reform Commission (NDRC)

OUR ADVANTAGE

  • Tailored solutions

  • One-on-one support

  • Global resources

  • Full follow-up

CUSTOMER CASE

See more