In 2026, China’s Outbound Direct Investment (ODI) filing system underwent a major transformation—the regulatory approach shifted from ”threshold-based approval” to ”threshold-free, penetrative supervision.” The new regulations specify that there will no longer be a monetary threshold for corporate overseas investments; any overseas investment where the equity stake reaches 10% or where the investor exercises actual control must undergo ODI filing. This means that whether it is a Greenland-style factory construction project involving hundreds of millions of U.S. dollars or the establishment of an overseas sales company with a registered capital of tens of thousands of U.S. dollars, as long as the equity stake or control meets the threshold, the filing process must be completed. An even more profound change is ”penetrative supervision”—each layer of a multi-tiered offshore structure (e.g., domestic enterprise → BVI company → Cayman Islands company → Singapore company) must disclose the ultimate investment purpose and information on the actual controller, rendering previous attempts to circumvent regulation through multi-tiered structures completely ineffective.

At the same time, the new regulations introduce additional requirements regarding ”substantive business operations.” When submitting ODI filings, enterprises must provide supplementary materials—such as a lease agreement (or letter of intent) for office space in the target country, a plan for full-time staff (at least two employees), and market research reports—to demonstrate that the overseas investment project has genuine business intent and operational capacity. This requirement directly addresses the past practice of some enterprises ”establishing shell companies overseas solely as conduits for capital.” For enterprises with genuine needs to expand overseas, while the new regulations have increased the complexity of filing materials, they also provide clearer guidance for compliant international expansion. Singapore, Vietnam, Thailand, and Indonesia have emerged as popular destinations. Each country has distinct entry requirements, tax environments, and industrial policies, so enterprises need to carefully align their strategic objectives with their chosen location.

From ODI filing to overseas company registration, and from capital outflows to setting up factories in Southeast Asia, businesses expanding overseas require end-to-end professional service support. 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, information updates, bank account opening, ODI filing, FDI filing, and other corporate services, as well as Hong Kong residency application, renewal, and permanent residency services; Singapore Employment Pass (EP) application services; and cross-border e-commerce coaching and managed 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).

I. Key Changes in the New ODI Filing Regulations: No Threshold, Look-Through Approach, and Commercial Substance

The key changes in the new 2026 ODI filing regulations can be summarized in three keywords, each of which directly impacts companies’ filing strategies.

There is no minimum amount required. The new regulations have eliminated the monetary threshold for ODI filing—whereas in the past, some local development and reform commissions implemented a simplified filing process for overseas investments below a certain amount, after 2026, all eligible overseas investments will be required to complete the full filing process. The criteria for determining whether filing is required are ”a 10% equity stake or actual control”—overseas investments with an equity stake of 10% or higher, or investments where the equity stake is less than 10% but actual control is exercised through contractual arrangements, are all subject to filing requirements.

See-through supervision. The new regulations require enterprises to fully disclose their investment structures when filing—every tier of equity relationships, from the domestic investing entity to the ultimate overseas project company, must be specified in the filing materials. If the investment structure includes offshore entities such as those in the British Virgin Islands (BVI) or the Cayman Islands, the commercial purpose of establishing the offshore structure, tax planning arrangements, and fund flow paths must be explained. Regulators’ ability to look through the structure extends to the ultimate beneficial owners—they identify the actual controllers behind multi-layered structures through the corporate credit system, banking data, and cross-border information exchange mechanisms. Practices that previously circumvented ODI filing requirements through offshore structures are now completely unfeasible.

Materials of Commercial Substance. The new requirements regarding substantial business operations are the most significant change in the 2026 regulations. When submitting their filings, enterprises must provide: a lease agreement or letter of intent for office space in the target country (to prove the existence of an actual business location); a plan for full-time staff (at least two employees, specifying job titles, salaries, and recruitment plans); and a market research report (including the size of the target market, the competitive landscape, and an analysis of entry strategies). These materials serve to verify the authenticity of overseas investment projects—demonstrating that they are genuine investments with actual business plans, rather than the establishment of shell companies used merely as conduits for capital.

II. The Complete ODI Filing Process: Filing with the National Development and Reform Commission → Filing with the Ministry of Commerce → Foreign Exchange Registration

ODI filing involves a coordinated approval process among three departments, and companies must complete the following steps in order.

Step 1: Filing with the National Development and Reform Commission. Submit a project filing application to the Development and Reform Commission of the province or city with independent planning status where the enterprise is registered. Required materials include: the project filing application form, a copy of the enterprise’s business license, a commitment letter regarding the authenticity of overseas investment, proof of the source of investment funds, a letter of intent regarding office space in the target country, a plan for full-time staff allocation, and a market research report, among others. For non-sensitive countries (non-sensitive industries and non-sensitive regions), the filing process typically takes 15–25 business days. For investments involving sensitive industries (such as the defense industry or media) or sensitive regions (such as sanctioned countries), approval must be obtained from the Development and Reform Commission rather than filing a simple record, and the process takes longer.

Step 2: File a report with the Commerce Department. After the National Development and Reform Commission (NDRC) approves the filing, the “Overseas Investment Filing Form” and corporate documents must be submitted to the commerce authorities (provincial Department of Commerce). Once the commerce authorities approve the application, they will issue the “Enterprise Overseas Investment Certificate.” This certificate serves as the key document required for the enterprise to complete subsequent foreign exchange registration and bank remittances. The commerce filing is typically completed within 1–2 weeks after the NDRC filing is approved.

Step 3: Foreign Exchange Registration. Present the “Enterprise Overseas Investment Certificate” to a bank to complete foreign exchange registration for direct overseas investment. Once foreign exchange registration is complete, the enterprise may legally transfer investment funds through the bank to the overseas project company’s account. Any remittance made without completing foreign exchange registration constitutes an illegal transfer of funds abroad and is subject to foreign exchange inspections and penalties. After completing foreign exchange registration, enterprises must also register their outstanding overseas investment interests by June 30 of each year and submit overseas investment operation data to the State Administration of Foreign Exchange.

Suggestions for Time Management. The entire process for non-sensitive projects (filing with the National Development and Reform Commission + filing with the Ministry of Commerce + foreign exchange registration) typically takes 4–8 weeks. It is recommended that companies begin preparing for the filing process 2–3 months in advance, particularly with regard to preparing materials demonstrating commercial substance—as leasing office space and hiring employees may require additional time. For companies eager to expand overseas, it is recommended to proceed with the preliminary work for registering an overseas company (such as name approval and notarization and authentication of documents) while initiating the filing process, in order to shorten the overall timeline.

ODI filing involves a coordinated approval process by three agencies—the National Development and Reform Commission, the Ministry of Commerce, and the State Administration of Foreign Exchange—and requires guidance from a professional team throughout the entire process to ensure proper documentation preparation and process management. 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 other locations, as well as annual reviews, auditing, bookkeeping, 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 Employment Pass (EP) application services; and cross-border e-commerce support and management services. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 18676749275, add WeChat: Qicaiyingjituan).

III. Key Markets for Expanding into Southeast Asia: Singapore, Vietnam, Thailand, and Indonesia

Under the new regulations, Southeast Asia has become a popular destination for Chinese companies looking to expand overseas. The following four countries each have their own distinct characteristics and suitable application scenarios.

Singapore: Regional Headquarters and Financial Center. Singapore is a leading financial and business hub in the Asia-Pacific region, making it an ideal location for regional corporate headquarters, holding platforms, and trade centers. Singapore has a well-regulated company registration process, a corporate income tax rate of 17.1% (with the first S$100,000 tax-exempt and the next S$200,000 taxed at half the standard rate), and has signed double taxation avoidance agreements with more than 80 countries. The Singapore Employment Pass (EP) is the primary channel for the secondment of Chinese corporate executives. It is well-suited for fintech, trade, holding companies, and high-end service enterprises to establish regional headquarters.

Vietnam: The Top Choice for Manufacturing Relocation. Vietnam has been the biggest beneficiary of China’s manufacturing spillover in recent years, with labor costs amounting to approximately 60%–70% of those in China’s coastal regions. Vietnam’s export processing zones (such as Bac Ninh, Haiphong, and Binh Duong) feature well-developed infrastructure, and manufacturing supply chains in sectors such as electronics, textiles, and furniture are gradually taking shape. Foreign-invested enterprises are eligible for tax incentives, including a ”four-year corporate income tax exemption followed by nine years of 50% reduction.” These zones are well-suited for labor-intensive manufacturing and export-processing enterprises to establish operations.

Thailand: Automotive and Electronics Industry Chains. Thailand is Southeast Asia’s largest automobile manufacturer (known as the ”Detroit of Asia”) and also has a relatively mature electronics and electrical appliances industry chain. The Eastern Economic Corridor (EEC) in Thailand offers tax incentives and land-use benefits for foreign investment. It is well-suited for automotive parts, electronics manufacturing, and agricultural processing enterprises. Thailand’s Board of Investment (BOI) provides one-stop approval services and preferential policies for foreign investment.

Indonesia: A resource-based and consumer market. Indonesia is the most populous country in Southeast Asia (270 million), with a massive consumer market and abundant mineral resources (such as nickel and bauxite). The Indonesian government is actively promoting the development of downstream industries and offering preferential policies for mineral smelting and the production of new energy battery materials. This environment is well-suited for enterprises engaged in mineral processing, new energy materials, and those targeting the Southeast Asian consumer market.

IV. The Cost of Non-Compliance: Why Compliance Is the Only Way Forward

Under the new regulations, the outflow of funds and repatriation of profits without completing ODI registration are subject to comprehensive compliance risks.

Funds cannot be legally transferred out of the country. Banks will refuse to process remittances of investment funds that have not completed ODI filing during the foreign exchange registration process. Enterprises are unable to legally remit investment funds overseas through banking channels. Some enterprises have attempted to circumvent these restrictions through methods such as ”fictitious contracts under the trade category” or ”splitting remittances using individual quotas”; however, once these operations are identified by the foreign exchange inspection system, they face the freezing of funds and administrative fines, and in severe cases, may constitute the crime of foreign exchange evasion.

Profits cannot be repatriated in compliance with regulations. Profits generated by overseas project companies must be repatriated to the domestic parent company under the category of ”repatriation of investment income,” based on ODI filing documents and the ”Certificate of Overseas Investment.” Unfiled overseas profits cannot be repatriated through legal channels, forcing enterprises to either “park” profits overseas or repatriate them through gray channels—the latter of which entails dual risks related to taxation and foreign exchange.

Cross-border information exchange exposed. China has joined the Common Reporting Standard (CRS), under which more than 100 countries and regions automatically exchange financial account information. Information regarding Chinese tax residents’ overseas bank account balances, investment income, and other details will be automatically reported to Chinese tax authorities. Unreported overseas investments and profits will be identified through the CRS information exchange, triggering tax audits.

Supply chains and brand expansion overseas have hit roadblocks. For manufacturing companies, failure to complete ODI filing means that funds for purchasing equipment for overseas factories cannot legally be transferred abroad—since ODI filing documents are required as foreign exchange documentation for equipment exports. For companies expanding their brands overseas, unregistered overseas sales subsidiaries cannot repatriate brand revenue in compliance with regulations, hindering the international expansion of their brand assets.

From ODI filing to Singapore EP applications, from setting up factories in Southeast Asia to ensuring the compliant operation of overseas companies, Qicaiying Group specializes in providing domestic and international company registration services in Shenzhen, Guangzhou, Shanghai, Beijing, Hangzhou, Hong Kong, the U.S., 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 amendments, 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 mentoring and management services—all as part of our one-stop solution. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 18676749275, add WeChat: Qicaiyingjituan).

The new ODI filing regulations for 2026 are not intended to create barriers for companies expanding overseas, but rather to establish a clear institutional pathway for compliant overseas expansion. The zero-threshold filing requirement means that companies of any size can expand overseas in accordance with the law, while ”see-through” supervision and business substance requirements clearly distinguish between ”genuine investment” and “capital flight.” For enterprises with genuine globalization needs, the new regulations provide a more standardized and sustainable path to expanding overseas. Only by completing ODI filing in advance, establishing commercial substance, and planning for the compliant outflow and repatriation of funds can enterprises navigate Southeast Asian and global markets with stability and long-term success. The journey of going global is a long one, and compliance is the first step.