ODI Filing

ODI Filing

Overseas investment filing (ODI filing for short) refers to the three links that require Chinese enterprises or groups to obtain approval of overseas investment behavior from the Ministry of Commerce, approval or filing of overseas investment projects by the National Development and Reform Commission, and foreign exchange registration from banks when investing in countries or regions outside mainland China (including Hong Kong, Macao and Taiwan) by establishing new enterprises, acquiring or participating in foreign enterprises. Enterprises involving state-owned assets must also obtain approval from the State-owned Assets Supervision and Administration Commission.

ODI filing is divided into filing system and approval system based on factors such as investment amount, industry, and country. In general, the filing system applies to non-significant investment amounts or non-sensitive investments. For sensitive industries and sensitive regions, as well as investments exceeding a certain amount of investment, approval by the National Development and Reform Commission and the Ministry of Commerce is required.

Classification of overseas investment or filing

Investment currency: USD

Information required for ODI approval or filing

Copy of business license

Resolution of the company's board of directors, shareholders' meeting or other relevant resolutions on investment

Documents proving the assets, operations and credit status of the Chinese and foreign parties (audit report or financial statements of the previous fiscal year, and deposit certificates issued by banks)

For financing projects, a letter of intent for financing is required

For investment in assets and interests such as securities, physical objects, intellectual property or technology, equity, debt, etc., an asset appraisal report issued by an intermediary institution such as an accountant or asset appraisal agency with relevant qualifications, or other third-party documents that can prove the value of the relevant assets and interests should be submitted

For bidding, mergers and acquisitions or joint ventures, a letter of intent or framework agreement signed by the Chinese and foreign parties is required

State-owned enterprises need to have opinions issued by the state-owned assets management department

For overseas investment in mergers and acquisitions, a due diligence report issued by a third party such as a law firm or accounting firm with due diligence qualifications is required

Other supporting documents related to the project content that need to be provided

ODI License Change

For approved and filed projects, if any of the following circumstances occur, the investment subject shall submit a change application to the authority that issued the approval document or registration notice for the project before the relevant circumstances occur:

Increase or decrease of investment subjects

Major changes in investment location

Major changes in main content and scale

The change in the Chinese investment amount reaches or exceeds 20% of the original approved and registered amount, or the Chinese investment amount changes by US$100 million or more

Other circumstances that require major adjustments to the relevant contents of the project approval document or registration notice

ODI license follow-up

Registration of overseas enterprises (institutions)

You need to register with the commercial office of the Chinese embassy or consulate in the local area and obtain a registration receipt.

Annual report of the State Administration of Foreign Exchange

From the second year, the registration of ODI stock equity of the previous year shall be reported to the State Administration of Foreign Exchange from April 1 to June 30 each year.

Monthly and annual reports of the Ministry of Commerce

Monthly report: If there is investment funds remitted out of the month, the monthly report shall be completed before the 10th of the next month. If there is no investment funds remitted out, no monthly report is required.

Annual report: From the second year, the annual report of the previous year shall be reported before June 30 each year.

Tips

If two or more domestic institutional investors intend to jointly invest in the same overseas company, the investor with a larger shareholding ratio or investment amount shall serve as the main applicant after obtaining the written consent of other investors. After obtaining the application materials of other domestic institutional investors, they shall jointly apply for ODI approval to the provincial overseas investment authority where the main applicant is registered.

If two or more domestic institutional investors jointly establish a limited partnership or limited liability company in China (referred to as the "joint ODI applicant"), the joint ODI applicant shall submit an ODI approval application to the competent authority.

After obtaining the ODI approval, the investment funds must be remitted overseas within 2 years, otherwise a new application must be made after the deadline.

For more information about our ODI filing services, please contact our professional consultants and we will provide you with a free consultation service.