As the globalization of Chinese enterprises accelerates, the filing of overseas direct investment (ODI) has become the first threshold that enterprises must cross to go overseas. 2025 policy environment presents the dual characteristics of "speeding up the approval and deepening the regulation", with the average approval time shortened to 15-20 working days but the depth of the review significantly strengthened.

For Chinese enterprises planning to expand into overseas markets, the successful completion of ODI filing means that they can comply with the requirements to realize capital exit, enjoy the policy support of the host country, and enhance the creditworthiness of cross-border operation. In this article, we will systematically analyze the latest process of ODI filing in 2025, the key points of the three departments' approval and common avoidance strategies.

01,ODI-related concepts

What is ODI

Overseas Direct Investment (ODI) refers to the investment behavior of Chinese domestic enterprises in acquiring the ownership, control or management of enterprises abroad through new establishment, merger and acquisition, and equity participation.

What is an ODI filing

ODI filing means that when Chinese enterprises invest abroad, they need to submit to theMinistry of Commerce, NDRC, SAFEand other regulators to submit applications and complete the process of registering for compliance.

Enterprises that have not completed the filing will face the risk of not being able to remit funds, not being able to legally operate their overseas subsidiaries, and even not being able to repatriate profits.

You can putODI Filingsee it asPassport and Permit for Enterprises Going Overseas--Without it, a company's path to overseas investment would be inching forward.

02,Why is an ODI filing necessary?

Compliance requirements

This is the basic system of national foreign investment management, unauthorized overseas investment without filing is a violation of the law, will face fines, business restrictions and other penalties.

Funds exit channel

Only with the ODI filing through the supporting documents, the bank can handle the funds remittance procedures for the enterprise. This is the only legal way for funds to leave the country.

Offshore Operation Guarantee

A complete ODI filing is the basis for the legal existence of an enterprise's overseas subsidiaries, which is related to various aspects such as tax registration, bank account opening and business development.

Enjoyment of preferential policies

For Shenzhen enterprises, a complete ODI filing is a prerequisite for enjoying RCEP tariff preferences and ASEAN investment facilitation policies.

03,Shenzhen region ODI filing policy dividends

With its unique location advantages and policy innovations, Shenzhen has significantly facilitated outbound investment by local enterprises. In particular, the Shenzhen RCEP channel for investment applications for ASEAN projects.Enables material simplification 30%, which greatly improves the efficiency of filing.

Shenzhen policies are particularly suitable for manufacturing and cross-border e-commerce companies to invest in the ASEAN region. Enterprises can utilize the RCEP cumulative rules of origin to reduce tariff costs by about 251 TP3T, an advantage that is unmatched in other regions.

The Shenzhen Bureau of Commerce and other relevant departments regularly organize activities such as "Seminars on Investment Opportunities and Risk Prevention and Control for Enterprises Going to Southeast Asia" to provide practical guidance and legal advice on ODI filing and help enterprises better grasp the policy dividends.

04,Full process analysis of ODI filing in 2025

Chinese enterprises making outbound investments need to obtain approval or filing from three departments in turn:

1. NDRC: Responsible for reviewing whether the investment project complies with the national industrial policy at the macro level, it is the first gateway for ODI filing.

2. Ministry of Commerce: It mainly examines the authenticity and legitimacy of the enterprise's overseas investment and issues the Certificate of Enterprise's Overseas Investment.

3. Administration of Foreign Exchange: Responsible for overseeing the compliant outflow of investment funds and the compliant repatriation of profits, it is the ultimate gatekeeper of funds leaving the country.

These three departments are interlocked and indispensable, together constituting the management system of China's outbound investment.

(i) Pre-preparation phase:tamp the earth's foundations

Project assessment and categorization is the first stepThe new 2025 is a new 12 categories of sensitive industries. Shenzhen enterprises need to clarify whether the investment project belongs to the "sensitive class", sensitive projects need to apply for approval, non-sensitive class record management. 2025 added 12 categories of sensitive industries, including gene editing, AI algorithm development, drone control.

Internal decision-making is as critical as commitment to compliance.. Enterprises should convene a board of directors or shareholders' meeting to form an investment resolution and sign an undertaking of authenticity. Special attention is paid to the fact that the Shenzhen regulatory authorities are particularly strict on the review of the legality of the source of funds, and it is necessary to prepare a 3-month bank current with a description of the source of funds.

(ii) Tri-sectoral approval:Shenzhen Features & Practices

1. NDRC filing/approvalIt is the first hurdle for enterprises to invest abroad. Shenzhen enterprises are required to submit an application to the Shenzhen Development and Reform Commission to obtain the Record Notification of Overseas Investment Projects. For projects with an investment amount of more than USD 300 million, they need to be approved by the National Development and Reform Commission (NDRC).

2, the Ministry of Commerce for the record is the second step(b) Submit the application through the Unified Platform of Business System of the Ministry of Commerce with the documents of the NDRC. With the documents of NDRC, submit the application through the "Unified Platform of Business System of the Ministry of Commerce". Shenzhen enterprises utilizing the RCEP channel can enjoy the convenience of simplified materials, and the Enterprise Overseas Investment Certificate will be issued after passing the examination.

3. Foreign exchange registration is the "last kilometer" for funds leaving the country.. Go to the bank with the two aforementioned documents for foreign exchange registration of overseas direct investment.2025 The OFAC has been tracking the flow of funds through blockchain technology, and cross-border transactions that have not completed the filing will be flagged by the system.

The whole process will take about 15-20 working days with complete materials, speeding up 30% or more compared to previous years.

(iii) Implementation and follow-up management: continuous compliance cannot be ignored

After completing the foreign exchange registration, the enterprise can complete the fund remittance through the bank and implement the offshore company registration. It should be noted that the remittance of funds should be completed within the specified time after obtaining the Certificate of Offshore Investment.

In the subsequent management phase, enterprises are required to report the progress of their overseas investments to the three departments annually.2025 The new regulations strengthen the filing requirements for "reinvestment" behavior, and enterprises should take the initiative to fulfill their reporting obligations to avoid penalties.

05,Common Misconceptions and Pit Avoidance Guidelines for ODI in Shenzhen Enterprises

Myth 1: ODI filing is optional

Some enterprises believe that small investments or remittances through personal channels can circumvent the filing process, a practice that carries great risks.

prescription: ODI filing is mandatory for any amount of foreign direct investment.

Myth 2: Shell Companies as Investment Entities

In order to save costs, some enterprises choose to register "shell" companies for overseas investment, but such companies have no actual business, missing financial reports or abnormal shareholder structure, which can easily be rejected as "no real business purpose".

prescription: Domestic companies with real operating activities and complete audited statements are selected as investment entities.

Myth 3: Ignoring regional policy dividends

Many Shenzhen enterprises do not understand that they can enjoy the convenience of RCEP channel and apply for it according to the regular process, thus missing the opportunity to improve efficiency.

prescription: Investment in ASEAN projects give priority to Shenzhen for filing, and take the initiative to consult with the business sector on the specific requirements of the RCEP channel.

Myth 4: Unclear explanation of funding sources

If the source of funds cannot be reasonably explained, or is clearly beyond the operating capacity of the enterprise, it is easy to be judged as "high-risk funds".

prescription: Prepare 3 months of bank current + statement of source of funds to ensure that the funds can be traced back to legal channels.

06,Overseas Investment Strategy for Shenzhen Enterprises

Capitalizing on Southeast Asian Market Opportunities

Shenzhen enterprises go overseas with natural geographical and policy advantages. Southeast Asian countries with geographic proximity and policy friendliness, has become the first choice of many Shenzhen enterprises to go to sea. The Shenzhen Municipal Bureau of Commerce recently held the "Southeast Asia Investment Opportunities and Risk Prevention and Control Seminar for Enterprises Going Overseas", inviting guests from the Thailand Investment Promotion Commission, Industrial and Commercial Bank of China (Indonesia) Ltd. and other organizations to explain in detail the investment environment and opportunities in Southeast Asian countries.

Investment Architecture Design Optimization

Reasonable investment structure is a key aspect in overseas investment. Shenzhen enterprises can achieve tax optimization, risk segregation and financing facilitation through the establishment of suitable intermediate tier companies. In particular, when investing in other countries through Hong Kong companies, they need to penetrate to the final investment destination for filing and disclose the complete investment structure.

Localized Operations and Compliance Management

In the overseas landing stage, Shenzhen enterprises need to pay attention to localized operations, including talent localization, compliance localization and cultural integration. At the same time, they should establish a full-process compliance management system to ensure timely completion of obligations such as remittance of funds, reporting of significant matters and annual reporting.

07,New Trends in ODI Filing and Opportunities for Shenzhen in 2025

In 2025, the ODI filing environment shows the following new trends:

1, digital currency investment ushered in new regulations. A Compliance Statement for Blockchain Cross-Border Payments needs to be submitted, and exchange qualifications need to be certified by the central bank.

2. ESG indicators change from voluntary disclosure to mandatory requirementsThe 2025 ODI filing makes it mandatory for the first time for companies to submit ESG impact assessment reports, including carbon footprint measurement and labor rights protection.

3. Accelerated construction of green investment corridors.The filing pass rate is higher for projects that qualify for green sea access.

4. Ex post facto supervision is strengthened.The first operation report is required to be submitted within 6 months after filing, and major changes need to be re-filed.

For Shenzhen enterprises, with the deepening of the policy of Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone and the acceleration of the integration process of Guangdong-Hong Kong-Macao Greater Bay Area, more facilitation measures will be ushered in for ODI filing in the future. Enterprises should pay close attention to the relevant policy developments and make full use of Shenzhen's unique location and policy advantages to achieve leapfrog development in globalization layout.