Top 10 Core Considerations for ODI Registration
Published Time：
2025-03-29 09:43
Source：
1. Confirmation of Investor Qualification
Enterprises must have been established for more than one year (less than one year may be subject to strict review) and not be listed in the business abnormality register.
Financial statements must show profitability, and the debt-to-asset ratio is recommended to be below 70%, avoiding "small mother, big child" (investment scale far exceeding net assets).
2. Restrictions on Sensitive Industries and Regions
The approval rate for industries such as real estate, entertainment, and sports clubs is extremely low, and the investment structure needs to be adjusted in advance.
If the investment destination is a non-diplomatic country or a high-risk region (such as some war-torn countries), the filing may be rejected.
3. Requirements for Material Authenticity
A clear business plan must be provided, explaining the investment purpose, use of funds, and exit mechanism.
For M&A projects, the financial reports and equity structure diagram of the target company must be attached to avoid being questioned for "false investment".
4. Multi-Layer Structure Requires Penetration Audit
For investments made through offshore SPVs (Special Purpose Vehicles), the ultimate investment direction must be disclosed, and the actual controller cannot be concealed.
If return investment is involved, additional reasons must be provided along with proof of domestic assets.
5. Proof of Foreign Exchange Funding Source
Bank statements, audit reports, or shareholder contribution certificates must be provided to explain the legitimacy of the funds.
For funds using domestic loans, the repayment plan must be explained to avoid being identified as "illegal debt exit".
6. Simultaneously Pay Attention to Differences in Reviews by Three Departments
NDRC: Focuses on project feasibility and compliance with national strategies.
Ministry of Commerce: Reviews the enterprise's overseas operating capabilities and investment authenticity.
SAFE: Focuses on verifying the source of funds and the risks of cross-border capital flows.
7. Filing Timeliness and Risk of Extension
If no actual investment is made within 2 years of obtaining the "Certificate of Foreign Investment by Enterprises", the certificate will automatically become invalid.
If major changes occur to the investment entity or amount, re-filing is required.
8. Necessity of Legal Opinion
For sensitive industries or large investments (e.g., over US$100 million), it is recommended to obtain a compliance opinion letter from a law firm to increase the success rate of filing.
9. Advance Preparations for Overseas Bank Account Opening
Communicate with overseas banks in advance about account opening requirements (such as KYC documents), and foreign exchange registration must be completed within 60 days after the filing is approved.
10. Subsequent Compliance Management
The operating status must be submitted annually through the "Joint Annual Report System for Overseas Investment"; failure to report will affect future investment quotas.
When major changes occur to overseas enterprises, such as equity transfers or cancellations, they must be reported to the Ministry of Commerce within 30 days.
- This article is for reference only. Please refer to the latest requirements of the regulatory authorities for specific operations. 。
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