In 2026, the National Development and Reform Commission, the Ministry of Commerce, and the State Administration of Foreign Exchange jointly tightened regulations on overseas investment, with a very clear underlying objective:Green light for compliance, red light for non-complianceThe

Strictly crack down on illegal capital outflows, investments in sensitive industries, and shell companies slipping through the cracks; at the same time, for companies engaged in genuine business operations and expanding overseas, streamline procedures, expedite approvals, and facilitate smoother capital outflows.

Whether you are setting up a new company overseas, acquiring a business, or making an equity investment, as long as it involves the transfer of funds abroad,ODI registration is required. If you transfer money without registering, at best your funds will be frozen; at worst, you’ll face fines and be blacklisted, and your entire overseas expansion plan will go down the drain.

I. What Is ODI? A Quick Overview

ODI = Foreign Direct Investment.

This refers to a company that is legally registered in China and, through official channels, establishes new entities, acquires companies, or takes equity stakes overseas to gain control or operational rights over overseas companies.

There are two main categories:

1. Newly Established Overseas Companies: Newly registered in Hong Kong, Singapore, Europe, the United States, and other regions; directly held by domestic companies
2. Overseas M&A Companies: Acquiring or taking a controlling stake in existing overseas businesses involves higher barriers to entry and requires due diligence.

II. Four Hurdles to Clear Before Launching an ODI in 2026

1. Company Formation1 year or more...It's almost impossible to pass if you've been there for less than a year.
2. Audit Reports for the Past YearNo losses allowed, This is the basic requirement
3. Return on EquityNo less than 5%...the more profitable a business is, the easier it is to get approved
4. gearingKeep it within 70%...the lower the debt, the fewer the restrictions

III. List of Documents Required for 2026 ODI Filing

• Business License and Official Seal of a Domestic Company
• Complete Financial Audit Report for the Past Year
• Copies of the ID cards of the legal representative, shareholders, directors, and senior executives
• Statement of Funding Sources, Business Plan, Analysis of the Investment Environment
• Overview of Domestic and Overseas Operations, Qualifications, and Supporting Documentation
• Original Certificate of the Bank's Own Funds
• Additional documents for M&A projects: M&A agreements, due diligence reports, and certificates of deposit

IV. Standard ODI Application Process

1. Filed with / Approved by the National Development and Reform Commission
2. Register with the Ministry of Commerce and obtain the “Certificate of Overseas Investment by an Enterprise”
3. State Administration of Foreign Exchange (SAFE) Foreign Exchange Registration
4. Compliant Currency Exchange and Remittances Through Banks

Important Time Reminders

• Validity Period of the Filing Certificate2 years, If not started within the time limit, it will be automatically voided.
• Standard Processing Timeframe3 months or more, with expedited processing taking approximately 25 business days at the earliest
• Funds may be transferred in a single lump sum or in installments, but the transfer must be completed within the validity period.

V. Overseas company registration can be processed simultaneously with ODI

You don’t have to wait for your filing to be approved before registering; doing both at the same time saves time:

1. Select a place of incorporation: Hong Kong, Singapore, the Cayman Islands, the British Virgin Islands, etc.
2. Name Approval, Determination of Registered Capital, and Equity Structure
3. Submit the registration; once approved, include the documents in the ODI application materials.
4. Filing and registration processes are accelerating in tandem, resulting in a significant reduction in the overall timeline.

VI. The 5 Questions Bosses Care About Most

1. Can I apply if my company has been in business for less than a year? Yes, it’s possible, but it’s extremely difficult, so we don’t recommend forcing the issue.
2. Can a company with foreign shareholders engage in ODI? Yes, it can; this is not affected by whether the investment is domestic or foreign.
3. Can a domestic company hold a 100% stake in an overseas company? Yes. Chinese natural personsYou can't do that directlyApply for an ODI.
4. Is that it once the filing is complete? No—you must undergo an annual review with the Ministry of Commerce and the National Development and Reform Commission to keep the certificate valid.
5. How do I exchange and transfer registered funds overseas? Present the registration documents at a designated bank to exchange the funds at the current exchange rate and transfer them overseas. The entire process is compliant and traceable.

concluding remarks

In 2026, overseas investment has already enteredStrict Regulation, Genuine ComplianceThe Era. ODI Filing Is No Longer an “Option,” but Rather a Necessity for Companies Expanding OverseasStatutory Threshold. By following the proper procedures, you ensure the security of your funds, maintain clear tax compliance, and safeguard your business for the long term;

Leaving the country without filing the required ODI registration can result in funding bottlenecks, administrative penalties, and damage to business reputation—the costs are extremely high. For most small and medium-sized enterprises, the most efficient and prudent path to expanding overseas is to first stabilize operations of their domestic entities, ensure their financial data is in order, and make sure all documentation is accurate and complete, and then proceed simultaneously with overseas company registration and ODI filing.

If you’d like to learn more about ODI filing and related policy materials, please scan the QR code below (you can contact us via WeChat or phone) to reach out to us at any time. We’ll create a solution that’s best suited for you!

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