On July 1, 2026, State Council Order No. 837 officially took effect, marking the entry of China’s foreign investment regulation into a new phase of ”full-process supervision.” The core change in this regulation is that ODI (Outward Direct Investment) filing has shifted from ”post-facto reporting” to a ”pre-approval procedure”—enterprises must complete the filing before funds leave the country; otherwise, banks will not process foreign exchange purchases or remittances. More strictly, violations will be subject to fines ranging from 1‰ to 10‰ of the investment amount, completely closing off the gray-area practice of ”implementing the investment first and filing the record afterward.” For enterprises planning to build factories abroad, establish overseas companies, or set up red-chip structures, the impact of Order No. 837 is comprehensive—from investment decisions to the outflow of funds, and from structural design to subsequent management, every step must be carried out within the compliance framework.

ODI filing is not a simple administrative procedure; it involves approvals from three agencies—the National Development and Reform Commission, the Ministry of Commerce, and the State Administration of Foreign Exchange—and requires complete application materials and a sound investment rationale. Qicaiying Group specializes in providing domestic and international company registration services in Shenzhen, Guangzhou, Shanghai, Beijing, Hangzhou, Hong Kong, the United States, Japan, South Korea, Southeast Asia, Singapore, the British Virgin Islands (BVI), and the Cayman Islands, as well as annual company audits, bookkeeping and tax filing, tax compliance, business registration changes, bank account opening, ODI filing, FDI filing, and other corporate services; Hong Kong residency application, renewal, and permanent residency services; Singapore Employment Pass (EP) application services; and cross-border e-commerce support and agency services. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 18676749275, add WeChat: Qicaiyingjituan).

I. Key Changes in Order No. 837: A Framework for Full-Process Oversight

The full title of State Council Order No. 837 is the “Regulations of the People’s Republic of China on the Administration of Foreign Investment.” This marks the first time China has issued comprehensive administrative regulations on foreign investment in the form of a State Council order. Compared with the provisions previously scattered across various departmental regulations, Order No. 837 represents a major breakthrough in terms of regulatory philosophy, scope of oversight, and severity of penalties.

Change 1: ODI filing is now a prerequisite. Under the previous regulations, certain types of outbound investment were permitted on a ”invest first, file later” basis, meaning that enterprises could first complete overseas company registration and remit funds abroad before retroactively filing the necessary documentation with regulatory authorities. Order No. 837 clarifies that filing for or obtaining approval for outbound investment is a prerequisite for the outflow of funds, and enterprises must complete the filing process before purchasing foreign exchange and remitting funds through a bank. When processing foreign exchange transactions related to outward direct investment, banks must verify the enterprise’s ODI filing certificate.

Change 2: End-to-end oversight. Decree No. 837 established a comprehensive regulatory system comprising ”pre-investment approval—during-investment reporting—post-investment supervision.” Prior to investment: Complete filing or approval procedures with the three relevant authorities—the National Development and Reform Commission, the Ministry of Commerce, and the State Administration of Foreign Exchange—before investing; During implementation: Report any major changes that occur during the implementation of the investment project (such as changes in the investment amount exceeding 20%, changes in the investment target, or major adjustments to the equity structure); After completion: Submit periodic reports on the operating status of the overseas enterprise.

Change 3: Penalties have been significantly increased. Under the old regulations, penalties for unregistered investments were mostly ”orders to correct violations within a specified time limit,” which lacked any real deterrent effect. Order No. 837 introduced clear standards for fines: failure to file a record in accordance with regulations will result in a fine ranging from 1‰ to 10‰ of the investment amount; submission of false materials will result in a fine ranging from 5‰ to 20‰ of the investment amount; and in serious cases, the foreign investment filing certificate may be revoked.

Change 4: Update to the list of sensitive industries. The annex to Order No. 837 updates the list of sensitive industries and introduces new review requirements for outbound investments in key technology sectors such as semiconductors, artificial intelligence, and quantum computing. Companies investing in sensitive industries must apply for ”approval” rather than ”filing,” which involves a higher level of review and a longer processing period.

II. Approval Processes Across Three Channels: Development and Reform, Commerce, and Foreign Exchange

ODI filing involves a coordinated approval process across three departments, and companies need to proceed with applications on all three tracks simultaneously.

National Development and Reform Commission (NDRC):

The National Development and Reform Commission (NDRC) is responsible for reviewing the compliance and feasibility of investment projects. Enterprises must submit project filing applications through the ”National Overseas Investment Management Service Platform.” Required documents include: the Overseas Investment Filing Form, registration documents of the investing entity, board of directors’ resolutions or shareholders’ meeting resolutions, the project feasibility study report, proof of the source of investment funds, and registration documents of the overseas investment target (if applicable).

National Development and Reform Commission (NDRC) Processing Times: 7 working days for filing general projects; 20 working days for approving projects. Projects in sensitive countries and regions or in sensitive industries require approval rather than filing.

Ministry of Commerce (Competent Commerce Authority):

The Ministry of Commerce is responsible for reviewing the qualifications of investors and the compliance of their investment activities. Enterprises must submit applications for overseas investment certificates through the ”Unified Platform for the Ministry of Commerce’s Business Systems”; the required materials are essentially the same as those for the National Development and Reform Commission.

Ministry of Commerce processing time: 3 business days for general project filings. The Ministry of Commerce issues the “Certificate of Overseas Investment,” which is the key document required for a company to establish a subsidiary overseas.

State Administration of Foreign Exchange (SAFE) Channel (Processed through a bank):

The State Administration of Foreign Exchange (SAFE) is responsible for foreign exchange registration related to the outflow of funds. After obtaining a filing notification from the National Development and Reform Commission (NDRC) and an overseas investment certificate from the Ministry of Commerce (MOFCOM), enterprises must go to a bank to complete the foreign exchange registration procedures. After the bank reviews the documents, it completes the registration in the SAFE system; thereafter, the enterprise may purchase foreign currency and remit funds through the bank.

Foreign Exchange Registration Timeline: The process must be completed within 5 business days after the bank receives all required documents. After completing the foreign exchange registration, the enterprise must promptly report the outflow of funds once the funds have been remitted.

From project feasibility studies and applications for “Third Line” filing to the registration of fund remittances, every step of the ODI filing process requires professional handling. Qicaiying Group specializes in providing domestic and international company registration services in Shenzhen, Guangzhou, Shanghai, Beijing, Hangzhou, Hong Kong, the United States, Japan, South Korea, Southeast Asia, Singapore, the British Virgin Islands (BVI), and the Cayman Islands, as well as corporate annual review and audit, bookkeeping and tax filing, tax compliance, information changes, bank account opening, ODI filing, FDI filing, and other corporate services; Hong Kong residency application, renewal, and permanent residency services; Singapore EP application services; and cross-border e-commerce support and managed operations. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 18676749275, add WeChat: Qicaiyingjituan).

3. Focus on cracking down on ”small-scale, high-volume” and ”quick setup, quick exit” operations

Decree No. 837 specifically emphasizes the crackdown on two types of irregular investment models: ”small parent, large subsidiary” and ”quick establishment, quick exit.”

“The ”Mother Small, Child Large” Model: This refers to a situation where a domestic parent company has a relatively small registered capital and limited scale of operations, yet establishes an investment entity overseas with a registered capital far exceeding that of the parent company. This model is typically used for the purposes of ”asset transfer” or ”capital flight.” Order No. 837 requires a review of the reasonableness of the investment entity’s source of funds—if a parent company has annual revenue of 10 million RMB but intends to invest 50 million RMB overseas, the National Development and Reform Commission (NDRC) will require a detailed explanation of the source of funds.

“Quick Setup, Quick Output” Mode: This refers to a situation where a company is newly registered domestically and applies for outbound direct investment (ODI) and remits large sums of money shortly thereafter. This model is typically used for ”conduit investments”—where the domestic company is registered solely as a ”shell” for ODI filing purposes, and the actual source of the funds remains unclear. Order No. 837 requires that investment entities have a track record of actual business operations, and the review process for newly registered enterprises applying for ODI filing has become more stringent.

Other Key Focus Areas:

• The investment target is a ”shell company” (with no actual business operations, no assets, and no employees)
• There is a severe mismatch between the investment amount and the size of the investor’s assets.
• Analysis of Investment Funding Sourced from Loans Without the Ability to Repay
• The overseas investment target is registered in a tax haven and lacks a legitimate business purpose

IV. Synergistic Pathways for Singapore’s EP and ODI Filing

The Singapore Employment Pass (EP) is one of the most popular options for Chinese entrepreneurs looking to expand overseas. Under Order No. 837, establishing a company in Singapore through ODI filing and applying for an EP is a compliant and sustainable path to expanding overseas.

Path Design:

Step 1: ODI Filing for Domestic Enterprises. With a domestic enterprise serving as the investing entity, apply to the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM) for ODI filing, with the investment target being a company to be established in Singapore. Upon completion of the filing process, obtain the NDRC’s Filing Notice and the MOFCOM’s Overseas Investment Certificate.

Step 2: Registering a Company in Singapore. Register a company (Private Limited) in Singapore using the ODI filing documents. The minimum authorized capital for a Singapore company is 1 Singapore dollar, but it is recommended to set a reasonable authorized capital (such as 100,000–500,000 Singapore dollars) to support the EP application.

Step 3: Fund Transfer and Capital Contribution. Present the ODI filing certificate at a bank to purchase foreign currency and transfer funds, then remit the investment funds to the Singapore company’s bank account. Once the funds are received, the Singapore company can begin business operations.

Step 4: Apply for an EP. After a Singapore-based company has been in operation for a period of time (we recommend at least 3–6 months), it may apply for an Employment Pass (EP) on behalf of a prospective candidate. To be eligible for an EP, the following conditions must be met: a monthly salary of at least SGD 5,600 (the new standard for 2026); a bachelor’s degree or higher, or professional qualifications; and the company must have actual business operations in Singapore. The EP processing time is typically 3–8 weeks.

Step 5: Ongoing Compliance Management. After completing ODI registration, companies must submit annual reports on the operational status of their overseas entities to the National Development and Reform Commission and the Ministry of Commerce; Singaporean companies must complete annual audits and file tax returns each year; and EP holders must renew their permits before they expire (the initial validity period is two years).

New Standards for EP Salary Thresholds: The minimum monthly salary requirement for the Singapore Employment Pass (EP) in 2026 is 5,600 Singapore dollars (6,200 Singapore dollars for the financial sector). In addition, Singapore has introduced the COMPASS points-based system, under which applicants must accumulate at least 40 points across four core criteria: salary, educational background, corporate diversity, and the proportion of local employees. Qicai Ying can provide clients with COMPASS points assessments and optimization solutions.

Architectural Advantages: Establishing a Singapore company through ODI registration not only meets Chinese regulatory requirements but also ensures the compliant operation of overseas business. The Singapore company can serve as a regional headquarters and hold equity in subsidiaries in markets such as Southeast Asia, Europe, and the United States; EP holders can use Singapore as a base to enjoy the country’s low tax rates and high quality of life; and funds can be transferred out of and back into the country through compliant channels, thereby avoiding foreign exchange risks.

From ODI filing and Singapore company registration to EP applications, bank account opening, and ongoing compliance management, Qicaiying Group provides end-to-end professional services. Qicaiying Group specializes in providing domestic and international company registration services in Shenzhen, Guangzhou, Shanghai, Beijing, Hangzhou, Hong Kong, the United States, Japan, South Korea, Southeast Asia, Singapore, the British Virgin Islands (BVI), the Cayman Islands, and more, as well as annual company audits, bookkeeping and tax filing, tax compliance, information updates, bank account opening, ODI filing, FDI filing, and other corporate services; Hong Kong residency application, renewal, and permanent residency services; Singapore EP application services; and cross-border e-commerce support and agency operations—all as part of our one-stop service. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 18676749275, add WeChat: Qicaiyingjituan).

The implementation of Order No. 837 is not a ”stumbling block” for Chinese companies expanding overseas, but rather a ”traffic light”—it provides a clear roadmap for compliant enterprises while closing loopholes for gray-area operations. Under the framework of end-to-end regulation, ”compliance first, investment later” is the only correct strategy. For enterprises planning to expand overseas, the most important thing to do now is not to hesitate or wait and see, but to initiate ODI filing as soon as possible and complete their compliance arrangements within the policy window—because regulation will only become stricter, while the cost of compliance will only decrease.