ODI (Overseas Direct Investment) Registration in China – English Guide
ODI (Overseas Direct Investment) registration is a mandatory approval and filing process required by Chinese authorities for domestic Chinese enterprises investing directly in overseas businesses. This regulatory framework is jointly administered by the National Development and Reform Commission (NDRC), the Ministry of Commerce (MOFCOM), and the State Administration of Foreign Exchange (SAFE).
Purpose:
The ODI process ensures compliance with China’s foreign investment policies, prevents capital flight, and supports national economic security. It applies to any Chinese entity investing in foreign assets, equity, construction projects, or establishing joint ventures or wholly foreign-owned enterprises abroad.
Key Regulatory Authorities:
- NDRC – Approves or files investment projects based on scale and sector.
- MOFCOM – Issues the Enterprise Overseas Investment Certificate.
- SAFE – Manages foreign exchange registration and fund remittance.
ODI Process Overview:
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Project Approval/Filing with NDRC:
- Projects involving sensitive countries, sectors (e.g., media, military), or investments exceeding USD 300 million require NDRC approval.
- Other projects undergo a simpler filing procedure.
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MOFCOM Filing/Certificate:
- Submit investment details to MOFCOM to obtain the "Certificate of Overseas Investment."
- Required for legal recognition of the overseas entity.
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SAFE Registration:
- Register foreign exchange with the local SAFE branch.
- Enables remittance of investment funds abroad.
- Includes registration of equity holdings and capital flows.
Required Documents (general):
- Application form
- Business license of the domestic investor
- Feasibility study report
- Board/shareholder resolution
- Contracts or MOUs related to the overseas investment
- Financial statements
- Approval/filing documents from NDRC and MOFCOM
Processing Time:
Typically 15–30 working days per step, depending on project complexity and local authority workload.
Important Notes:
- “Round-trip investment” (ODI funds returning to China) is closely monitored.
- Post-investment reporting (e.g., annual updates, profit repatriation) is required.
- Non-compliance may result in penalties, fund freezing, or loss of foreign exchange privileges.
Conclusion:
Completing ODI registration is essential for Chinese companies expanding overseas. Proper preparation and adherence to regulations ensure smooth capital outflows and legal operation abroad. Consulting professional advisors is recommended due to procedural complexity and evolving policies.