In 2026, the trend of Chinese companies expanding into Singapore continues to gain momentum, but the thresholds and regulatory scrutiny for ODI (Outward Direct Investment) filings are also being tightened. The latest policy stipulates that, starting in 2026, ODI filing will adhere to the principles of ”no monetary threshold and penetrative supervision”—regardless of the investment amount, even as little as $10,000, any domestic enterprise that establishes a new company, acquires an existing company, or acquires a stake in a company in Singapore—provided the stake reaches 10% or the enterprise gains actual control—must file a report. At the same time, regulators will penetrate multi-layered offshore structures to trace investments back to the actual domestic controller, strictly prohibiting the use of SPVs for indirect investment to circumvent filing requirements. This means that previous workarounds—such as ”not filing for small-amount investments” or ”circumventing regulation through indirect investment via the BVI”—have all been shut down.

Of particular note is the new ”substantive business” review requirement introduced in 2026. Previously, ODI filings focused on reviewing the qualifications of domestic entities; this year, the emphasis is on verifying the authenticity and substantive business nature of projects in Singapore—requiring the submission of a Singapore office lease agreement, employment agreements for full-time employees (at least two), and a local market research report. Singapore’s ACRA (Accounting and Corporate Regulatory Authority) has simultaneously introduced new regulations: entities where non-Singaporean directors account for more than 50% must appoint at least one Singapore resident to serve as the company secretary; the registered address must be a local commercial address in Singapore; and directors must verify their identities via video and complete compliance training. ”Nominal director” documentation is no longer accepted; false materials will result in immediate rejection and inclusion on the list of entities with irregularities. Sensitive industries (finance, telecommunications, AI infrastructure, and news media) must provide pre-approval documents from Singapore’s Monetary Authority of Singapore (MAS), and the review period has been extended to 30–45 days. When expanding to Singapore, compliance comes first. 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 BVI, the Cayman Islands, and more, as well as annual inspections and audits, bookkeeping and tax filing, tax compliance, information changes, bank account opening, ODI filing, FDI filing, and other corporate services; Hong Kong identity applications, renewals, and permanent residency services; Singapore EP application services; and cross-border e-commerce support and agency operations. If you have any needs or are interested, please feel free to contact me at any time (Consultation Hotline: 18676749275, add WeChat: Qicaiyingjituan).

I. Five Key Changes to ODI Filing Requirements in 2026

Change 1: No monetary threshold; comprehensive filing coverage. Starting in 2026, there will be no longer be a monetary threshold for ODI filing. Whether the investment is $1 million or $10,000, as long as it meets the condition that ”a domestic enterprise establishes a new company, acquires a company, or acquires an equity interest in an overseas company, with a shareholding of ≥10% or actual control,” filing is required. This change eliminates the previous gray area regarding ”exemption from filing for small-scale investments” and brings all overseas investment activities under regulatory oversight.

Change 2: Look-through supervision, tracing back to the actual controller. Regulatory oversight no longer stops at the level of the domestic parent company but penetrates through multi-layered offshore structures to trace back to the actual controller (a natural person) within China. This means that transactions involving indirect investment in Singapore through offshore structures such as those in the BVI or the Cayman Islands require full disclosure of information regarding the ultimate actual controller. It is strictly prohibited to use SPVs (special purpose vehicles) for indirect investments to circumvent filing requirements. The equity structure diagram must be traced back to the ultimate actual controller/natural person, and every level of shareholding relationships must be clearly disclosed.

Change 3: New requirement for ”substantial business” documentation. This is one of the biggest changes in 2026. Previously, the filing process focused on the qualifications of domestic entities; this year, the emphasis is on verifying the authenticity and commercial substance of projects in Singapore. Newly required documents include: a Singapore office lease agreement (to prove the existence of an actual business location), employment agreements for full-time employees (at least two, to prove the existence of a local team), and a local market research report (to prove that the investment decision is based on sufficient market evidence). Singapore’s ACRA also requires a certificate of compliance for directors (issued by an ACRA-certified licensed CSP) and beneficial ownership disclosure documents.

Change 4: Paperless Processes + Differentiated Approval Cycles. The Chinese side has fully implemented online filing and paperless verification; paper copies are not required for non-sensitive projects. The approval process for encouraged projects (such as green energy and the digital economy) has been reduced to within 10 days, while that for regular projects takes 15–20 days. The Singaporean side has launched cross-border digital trust services, enabling mutual recognition of electronic documents for business registration between Shanghai and Singapore, eliminating the need for paper-based notarization.

Change 5: Stricter approval requirements for sensitive industries. Sensitive industries such as finance, telecommunications, AI infrastructure, and news and media still require joint approval from the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). A new requirement effective in 2026 stipulates that applicants must provide pre-approval documents from Singapore’s Monetary Authority of Singapore (MAS) or the Infocomm Development Authority of Singapore (IDA), and the review period has been extended to 30–45 days. Projects with an investment amount exceeding $300 million must additionally submit a security risk assessment report.

II. Standard ODI Filing Process: A Comprehensive Three-Step Guide

The core process for ODI filing consists of three main steps, which must be completed in sequence.

Step 1: Filing with the National Development and Reform Commission (5–20 business days). The application portal is the National Overseas Investment Management and Service Network System. Enterprises must submit their filing applications to the provincial development and reform commission at their place of registration (or to the National Development and Reform Commission, depending on the investment amount). Key documents include: the project filing application form, a letter of commitment regarding the authenticity of the overseas investment (signed by a legal representative and bearing the company seal), a feasibility study report (including market, financial, risk, and compliance analyses), a statement of funding sources and supporting documentation, a draft letter of intent or agreement for the registration of a Singapore company, and a shareholding structure diagram (traced back to the actual controller). Approval criteria: Non-sensitive projects with an investment amount not exceeding US$300 million follow the filing process; projects exceeding US$300 million or sensitive projects require approval from the National Development and Reform Commission (NDRC). Approval document: “Notice of Filing for Overseas Investment Projects.”

Step 2: Filing with the Ministry of Commerce (3–15 business days). Applications must be submitted through the Ministry of Commerce’s Unified Business System Platform. Prerequisite: You must first obtain a filing notification from the National Development and Reform Commission; otherwise, the Ministry of Commerce will not accept your application. Key documents: Overseas Investment Application Form, NDRC Filing Notice, Singapore company articles of incorporation or articles of association, audited financial statements for the past three years, and a Statement of Authenticity. Approval document: “Certificate of Overseas Investment” (both electronic and paper versions, valid for two years).

Step 3: Foreign Exchange Registration (5–10 business days). Enterprises, holding the National Development and Reform Commission’s Filing Notice and the Ministry of Commerce Certificate, submit an application for foreign exchange registration for overseas direct investment to a bank in their place of registration (as the functions formerly handled by the State Administration of Foreign Exchange have been delegated to banks). Key documents: Foreign Exchange Registration Application Form, NDRC Filing Notice, Ministry of Commerce Certificate, proof of funds’ source, and Singapore company registration documents. Upon approval, a “Foreign Exchange Registration Certificate for Overseas Direct Investment” will be issued, and the enterprise may use this certificate to complete the procedures for transferring funds overseas.

The three stages of ODI filing are closely interlinked; any missing or non-compliant documentation at any stage will result in delays in the process. 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 corporate annual inspection audits, 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 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).

III. Key Points for Registering a Company in Singapore and New ACRA Regulations

After completing the ODI filing, the next step is to register a company in Singapore. New regulations issued by Singapore’s ACRA in 2026 will also affect the registration process.

Basic Registration Requirements. The minimum registered capital for a company is 1 Singapore dollar (no paid-up capital requirement). At least one local resident director (a Singapore citizen, permanent resident, or holder of an Entrepreneur Pass). At least one shareholder (who may be an individual or a company; there are no nationality restrictions). A registered address in Singapore is required (commercial address, not residential). A local company secretary in Singapore must be appointed (within 6 months of the company’s incorporation).

Key Points of the New ACRA Regulations for 2026. Entities in which non-Singaporean directors account for more than 50% must appoint at least one Singapore resident to serve as the company secretary (not merely a nominal position; the individual must be capable of actually performing the duties). The registered address must be a physical business address in Singapore; virtual addresses such as P.O. boxes are not accepted. Directors must undergo video identity verification and complete compliance training; ”nominal directors” are no longer permitted. Applications submitted with false information will be rejected outright, and the entity will be placed on ACRA’s list of non-compliant entities.

Registration Process and Timeline. Name Verification (1–2 business days): Submit the proposed company name to ACRA for verification to confirm its availability. Submission of Registration Documents (1–3 business days): Submit the articles of incorporation, information on directors and shareholders, proof of registered address, proof of the company secretary’s qualifications, and other required documents. Upon approval by ACRA, a Certificate of Incorporation (BizFile) is issued, and the company is officially established. The total registration process takes 7–14 business days.

Opening a bank account. After a company is registered in Singapore, it must open a Singapore bank account. Major banks include DBS, OCBC, and UOB. To open an account, you must provide: company registration documents, identification documents for directors and shareholders, a business plan, proof of source of funds, and other required materials. In 2026, bank account opening reviews will become stricter, so you must be fully prepared with documentation demonstrating the company’s business substance.

IV. Requirements for Corporate Entity Status and List of Key Documents

Requirements for Domestic Entity Status. Established in accordance with the law and in operation for at least one year (this requirement may be appropriately relaxed in certain regions). The entity must be in good financial standing with no record of major violations of laws or regulations. It must possess financial strength commensurate with the scale of the investment (own funds are recommended to be no less than 30% of the total investment amount; bridge financing and arrangements where equity is nominal but the debt is substantive are strictly prohibited). The debt-to-equity ratio must be kept within 70%.

List of Key Materials. Business license, articles of incorporation, and audited financial statements for the past three years (newly established companies should provide statements for the past year). Feasibility study report on overseas investment (at least 20 pages, including market, financial, risk, and compliance analyses). Statement of funding sources and supporting documents (bank statements and tax payment certificates). Board of Directors or Shareholders’ Meeting resolution. Letter of Commitment Regarding the Authenticity of Overseas Investment (latest official version, signed by the legal representative and bearing the company seal). Shareholding structure diagram (tracing back to the ultimate beneficial owner/natural person). Letter of intent or draft agreement for the registration of a Singapore company. Singapore office lease agreement (new requirement as of 2026). Full-time employee employment agreements (new requirement as of 2026; at least two employees).

V. Risks of Failure to File and Long-Term Compliance Recommendations

The Direct Consequences of Failure to Register. Equipment and funds cannot be legally transferred out of the country—banks are required to verify ODI filing documents when processing cross-border remittances, and remittance requests without such filings will be rejected. Inability to benefit from bilateral tax treaties and tax refunds—To claim the withholding tax benefits on dividends, interest, and royalties provided under the China-Singapore Tax Treaty, investors must present ODI filing documents and a “Certificate of Chinese Tax Resident Status.” Facing dual compliance risks both domestically and abroad—penalties may be imposed by foreign exchange authorities within China, and investment returns from overseas cannot be legally repatriated.

Long-term compliance recommendations. First, plan ahead for the ODI filing timeline. The total process (including the three stages plus registration in Singapore) takes approximately 30–60 days; it is recommended to begin immediately after the investment decision is finalized. Second, ensure that all materials are authentic and complete. Under the ”look-through” regulatory framework in 2026, any falsification of materials will be detected and result in serious consequences. Third, prioritize establishing commercial substance. After incorporating a company in Singapore, you should set up a genuine office space and team and conduct actual business operations to avoid being classified as a “shell company.” Fourth, maintain ongoing compliance. Singaporean companies are required to fulfill annual obligations such as annual returns, tax filings, and ACRA compliance updates. Fifth, stay informed about policy developments. ODI filing policies are subject to continuous updates; the scope of sensitive industries and documentation requirements may change at any time, so it is advisable to maintain communication with professional service providers.

Qicaiying Group has extensive experience in ODI filing and Singapore company registration services, offering enterprises end-to-end support ranging from the preparation of feasibility studies and documentation to the coordination of filings with three government departments, as well as Singapore company registration, bank account opening, and annual compliance maintenance. Under the new ”penetrative supervision” regulations for ODI filings effective in 2026, professional compliance support is essential for enterprises to successfully expand overseas. Compliance ensures a smooth and sustainable path to global growth. For inquiries, please call 18676749275 or add us on WeChat: Qicaiyingjituan.