The prevailing sentiment online is:For individuals in China who wish to establish a company overseas, the only compliant option is to register under Document No. 37.This statement has misled countless business owners. Many people panic as soon as they hear it, scrambling to find someone to handle the process for them. They spend the money and submit the required documents, only to be told in the end that they don’t meet the requirements and the application can’t be processed.

In today’s article, we’ll thoroughly explain the actual requirements of Document No. 37 and share the latest favorable policy update with you. Business owners who need consultation can also directly add our Qicaiying customer service WeChat account for inquiries (WeChat ID:jxhqcy890 / Cell: 16625410105)

Summary of this article:

I. What Exactly Is Document No. 37?

II. Five Mandatory Requirements for Implementing Document No. 37

III. Under what circumstances is it absolutely impossible to apply for Document No. 37?

IV. Why Is Document No. 37 So Difficult to Implement?

V. Latest Policy Changes: Compliance Channels for Individuals’ Overseas Companies

.

01- What exactly is Document No. 37?

First, a brief overview. Document No. 37, whose full title is “Notice of the State Administration of Foreign Exchange on Issues Concerning Foreign Exchange Management of Overseas Investment, Financing, and Round-Trip Investment by Domestic Residents Through Special Purpose Vehicles” (Hui Fa [2014] No. 37), its core provision is to allow individual domestic residents to use lawful assets or equity interests, whether domestic or overseas, to establish special purpose vehicles (SPVs) overseas and to conduct overseas financing and round-trip investments through these entities.

It sounds like anyone can do it?In practice, the barriers to entry are extremely high.

.

02 Five Mandatory Requirements for Implementing Document No. 37

To successfully complete the registration under Document No. 37, an applicant must meet all five of the following conditions:

First, you must be an individual resident of China.

This may seem like a trivial point, but many people overlook it: Document No. 37 applies to individual residents within China, not to enterprises. If you are investing overseas on behalf of an enterprise, you should follow the ODI filing procedure, not the provisions of Document No. 37.

Second, the primary purpose of the offshore SPV you establish must be to raise funds overseas, not to engage in ordinary trade operations.

This is the most crucial distinction. Document No. 37 applies to the following scenario: you seek to raise capital overseas (such as from a U.S. dollar-denominated fund) and then bring that capital back to China for business development. If your overseas company is used solely to take orders, conduct trade, and generate profits, then it falls outside the scope of Document No. 37 from the outset.

Third, you must have a corresponding project company within the country.

In other words, the purpose of raising funds overseas is to support the development of domestic entities. There must be a tangible project company in China waiting to receive the funds from overseas and put them to use. Without a domestic entity, Document No. 37 would be meaningless.

Fourth, the overall structure must be a typical round-trip investment structure.

Ultimately, the funds must flow back to empower domestic enterprises, and the overall architectural design must align with the standard path for return investment. It’s not something that can be achieved simply by throwing together a framework.

Fifth, you have not yet made an actual capital contribution to the offshore SPV.

This is something many people overlook. If you’ve already transferred the money to an overseas company’s account and want to go back and comply with Circular No. 37—it’s basically a lost cause.

These five points are all essential. If even one of these conditions is not met, Document No. 37 simply cannot be issued.

Furthermore, registration under Document No. 37There is no generic template...Each case must be considered on its own merits. Simply copying others’ approaches is generally useless; you must assess each situation based on your own business architecture and actual objectives, and make judgments based on the facts.

.

03 In which situations is it completely unnecessary to apply for Document No. 37?

First, figure out who is eligible, and then determine who is exempt:

• Your business operates entirely overseas, and all profits remain abroad—none are repatriated to China;
• You do not have a parent company in China;
• You set up an overseas company solely for the purpose of taking trade orders and conducting business;
• No plans for financing; no plans for an IPO;
• Even though we have ideas, we currently have no actual investors and are not seeking funding.

For all of the above situations, the answer is:There's no need to do it, and it can't be done anyway.

Many business owners aren't willing to accept this and go looking for someone to handle it for them. I'll be blunt—it doesn't fall within the scope of the policy, so it doesn't matter who you turn to; the policy completely blocks it.

.

04 Why is it so difficult to process Document No. 37?

This brings us to the original intent behind Document No. 37.

When it was introduced in 2014, the policy was designed to address a specific issue: domestic technology and innovation companies wanted to raise funds from overseas U.S. dollar-denominated funds, but were unable to bring the money into the country or set up the necessary structures. The policy created a loophole, allowing founders to use their domestic equity to establish special purpose vehicles (SPVs) overseas to raise funds, which could then be channeled back into the domestic market.

This is a ”financing channel,” not an ”operational channel.”

It isn’t designed to allow you to set up a trading company overseas and keep the profits abroad. So, naturally, the approval authorities will ask you: Have you raised funds overseas? How much? And when do you plan to return?

If the answer is ”no funding, no return trip,” the approval process is terminated immediately.

So, it’s not that the policy is deliberately holding you back—it’s that you’re simply not in the right lane.

.

05 Latest Policy Changes: A Compliance Pathway for Individuals with Overseas Companies Is on the Horizon

Many people have this ultimate question: Is there actually a compliant way for individuals in China to own overseas companies?

Let me give you the real picture of the current regulatory landscape:There is a well-established and compliant process for domestic enterprises to invest overseas—ODI filing. However, there are currently no formal, implemented compliance rules governing overseas investments by domestic individuals. This is also the root cause of why so many individual offshore corporate cards fall into a legal gray area.

But the good news is—The latest regulations on outbound investment have sent a clear signal.

On May 5, 2026, the State Council issued the “Regulations of the State Council on Foreign Investment” (State Council Decree No. 837), which took effect on July 1, 2026. This is the first comprehensive set of regulations in the field of foreign investment to be issued at the level of an administrative regulation by the State Council, and its significance is self-evident.
.

There are three key changes:

First, domestic individual residents have been formally included for the first time in the category of ”investors” subject to ODI regulations.

Article 2 of the new regulations explicitly designates ”domestic individual residents” as eligible entities for outward investment. This means that oversight of individual outward investment has expanded from being managed solely by foreign exchange authorities to also involving the National Development and Reform Commission and the Ministry of Commerce.

Second, investments in the secondary market have also been brought under regulatory oversight.

Article 33 of the new regulations stipulates that outbound investments conducted through secondary markets—such as domestic and overseas stock exchanges and the interbank market—shall be governed by the new regulations. Overseas stock investments by domestic individuals have now been formally incorporated into the scope of ODI regulation.

Third, the accompanying regulations on individual overseas investment are in the works.

Article 33 of the new regulations explicitly states: ”Specific administrative measures governing outbound investments by individual residents within China and others shall be formulated by the competent investment and commerce authorities of the State Council.”

In other words.Compliance channels for individual overseas investment will be gradually implemented in the future. However, we should have reasonable expectations regarding the pace of cross-border regulation. The core principle must be ”prudence, strict standards, and controlled liberalization”; there will be no ”flood-like” blanket liberalization.

.

So what should we do at this stage?

Policies are changing, but it takes time for them to be implemented. If you need to repatriate profits at this time, we recommend designing a compliance plan under professional guidance, thoroughly understanding the current regulatory guidelines and enforcement standards, and making compliance preparations in advance so that you can act immediately once the supporting regulations are finalized.

To sum it up in one sentence: Regarding Document No. 37, if something can be done, do it sooner rather than later; if it can’t be done, don’t force it. The right approach is to clearly understand your business model and wait for genuine compliance channels to be established.

If you have any needs related to Hong Kong company compliance, offshore exemption applications, Hong Kong tax residency certification, Hong Kong residency, opening a Hong Kong bank account, Hong Kong company registration, as well as other services such as overseas company registration, overseas structuring, and cross-border e-commerce financial and tax compliance, please scan the QR code to contact our online customer service (WeChat ID: jxhqcy890 / Mobile: 16625410105)We will arrange professional managers to answer your questions and provide professional advice andFull one-on-one service ↓↓↓