（数据来源于2023年中国对外直接投资统计公报）

今天就和大家一起聊聊上海市企业对外投资申请ODI备案的相关流程和资料等。

Overseas Investment Filing (ODI), known in English as Overseas Direct Investment, means that domestic enterprises and organizations, after being approved by the relevant departments through theEstablishment, mergers and acquisitions, equity participationThe act of acquiring ownership, control, management and other related rights and interests outside of the country, etc.

Generally speaking, as long as the domestic enterprises involved in foreign investment directly or indirectly to obtain the ownership, control and other rights and interests of foreign companies that need to be filed overseas investment.

Commonly applicable scenarios for ODI outbound investment filings include the following two main types:

• Establishment of new companies abroad
• Offshore M&A Company

Note: If the enterprise's overseas investment involves sensitive countries and regions and sensitive industries, it also needs to implement approval management.

It is important to note that the Outbound Investment Filing (ODI) is only for established offshore enterprises. In other words.Shell companies set up by domestic enterprises in the path of offshore investment are excluded from the scope of review by the management.At the same time, the secondary investment behavior carried out by overseas enterprises is not in the scope of outward investment management and does not need to be examined by the relevant departments.

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01.境外投资ODI备案的重要性

1. Compliance requirements

The Chinese government has clear legal and regulatory requirements for outbound investment, and making an ODI filing is an important step to ensure that an enterprise's outbound investment behavior is in line with national laws, regulations and policy guidelines. This helps to safeguard national economic security and interests and prevent the outflow of illegal funds.

2. Avoiding the risk of non-compliance

Through filing, enterprises can ensure their compliance in the process of offshore investment and avoid the legal risks and economic losses they face due to irregular operation.

3. Financial security and liquidity

Legitimate funds leave the country:Through ODI filing, enterprises can complete the exit of domestic funds in a legal way to ensure the compliance and safety of capital flow. This helps enterprises to smoothly carry out their offshore investment activities and avoid project delays or failures caused by capital problems.

Foreign exchange management facilitation:After the filing, enterprises can enjoy the convenience of the State's foreign exchange management and improve the liquidity and efficiency of capital utilization. This helps enterprises to better utilize offshore resources and achieve their investment objectives.

4. Tax incentives and financial subsidies

Tax Benefits:In some countries and regions, enterprises can enjoy tax incentives for outbound investment. Through ODI filing, enterprises can legally enjoy these preferential policies.Reduce tax costs and increase return on investment.

Financial subsidies:Some local governments provide capital subsidies and other support policies to encourage enterprises to invest abroad. Enterprises that have completed the ODI filing are likely to receive these policy supports, further reducing investment costs.

5. Resource allocation

ODI filing helps enterprises optimize the allocation of domestic and foreign resources and achieve effective utilization and complementarity of resources. This helps to enhance the overall competitiveness and sustainable development of enterprises.

如果您的企业有注册海外公司以及ODI境外投资备案的需求，欢迎扫码添加我司在线客服（微信：jxhqcy890 / 手机：16625410105），安排经理解答疑问，提供专业意见及全程一对一服务，安排专业经理解答疑惑，提供专业意见及Full one-on-one service ↓↓↓

02.上海市企业申请ODI备案需满足条件

According to the previous ODI filing practice cases, most of the enterprises that passed the audit as the investment subject need to basically meet the following four application conditions:

1、Domestic enterprises preferably more than 1 year

2. Return on net assets higher than 5%

3. Gearing ratio below 70%

4. Audit report cannot be in the red (net assets greater than investment)

(You can also make paid-in registered capital if 1, 2, and 3 are not satisfied, but the paid-in amount > the invested capital.)

Remarks.

Return on Net Worth = Net Profit:Average Net Worth x 100%

Gearing ratio = total liabilities:total assets x 100%

如果您的企业有注册海外公司以及ODI境外投资备案的需求，欢迎扫码添加我司在线客服（微信：jxhqcy890 / 手机：16625410105），安排经理解答疑问，提供专业意见及全程一对一服务，安排专业经理解答疑惑，提供专业意见及Full one-on-one service ↓↓↓

03.上海市ODI境外投资备案的办理流程

The whole process will take 2-3 months, involving complicated documents and processes, if there is no professional guidance to follow up, it is very time-consuming and laborious, and it is likely that due to the information involved in the submission of documents is not compliant, the industry involved in the more sensitive reasons can not pass the audit.
上海市企业申请ODI境外投资备案需要提供的资料如下：

需要注意的是：上海市备案过程中，发改委会需要企业具体资金的使用证据，比如相应的合同单据，而商委是需要看到发改委的批文之后才会做最终审批。上海市企业申请ODI境外投资备案的流程：
举例：上海向境外投资3亿美元以下非敏感类行业ODI备案流程详解
1. Project formulation——境内企业股东向上海市发改委申请项目，报送项目信息，境内投资人签署各项所需法律文件，待上海市发改部门核准或备案，发放核准文件或备案通知书
2. Licensing——上海市商务委员会核准或备案，发放《企业境外投资证书》，企业应在收到证书2年在境外开展投资
3. Final filing--Banks release foreign exchange, and the Foreign Exchange Administration supervises. For investment amount of more than 5 million dollars, it is necessary to report to the foreign control department. The foreign exchange control department will issue the Foreign Exchange Registration Certificate for Overseas Direct Investment to the domestic enterprise after examination and approval.
如果您的企业有注册海外公司以及ODI境外投资备案的需求，欢迎扫码添加我司在线客服（微信：jxhqcy890 / 手机：16625410105），安排经理解答疑问，提供专业意见及全程一对一服务，安排专业经理解答疑惑，提供专业意见及Full one-on-one service ↓↓↓

04.When is an ODI filing required?

1. Establishment of overseas subsidiaries to conduct business and capital injection

当企业计划在海外进行直接投资、并购项目或扩大现有业务时，上海公司在海外设立子公司时，为了开立当地银行账户或进行内地汇款到境外的操作，需要境内母公司提供ODI备案证书。银行在审核相关汇款申请时，会要求提供这一证明文件。

In addition, when an overseas subsidiary generates profits from its operations and wishes to repatriate the funds to China, the filing document can be used as a proof of legality to help the company successfully complete the procedures for repatriation of funds.

2. Overseas listing (red chip/VIE structure construction)

许多上海企业在筹备海外上市时，会采用Red chip structure or VIE structure.The construction of these structures often involves complex cross-border capital flows and shareholding arrangements. Making an ODI filing can help companies complete their pre-listing preparations more smoothly, while also facilitating future capital operations and investment exits.

3. Cross-border e-commerce business development

For cross-border e-commerce companies with large capital inbound and outbound needs, in order to ensure business compliance and stability, ODI filing isTransformation into a legitimate cross-border trading entity is a must.

Cross-border e-commerce companies that fail to pass the ODI filing when making large outbound payments may beIt will be subject to refusal by the bank to transfer money or strict scrutiny by the foreign exchange authorities.

And through ODI filing, enterprises can obtain approvals from the Ministry of Commerce and the Development and Reform Commission, thus ensuring the legitimacy of outbound funds. This not only helps enterprises to complete cross-border payments smoothly, but also avoids all kinds of troubles caused by non-compliance of fund flow.

4. Establishment of foreign-invested enterprises

当上海企业先在海外设立子公司，再通过该子公司回流资金至国内成立外商独资企业（WFOE）或其他形式的外资企业时，开设资金本账户时，If the bank requires equity penetration to a natural person and involves a mainland enterprise, the mainland enterprise will need to apply for an ODI filing certificate.This helps to ensure compliance and clarity of the source of funding for foreign-invested enterprises.

如果您的企业有注册海外公司以及ODI境外投资备案的需求，欢迎扫码添加我司在线客服（微信：jxhqcy890 / 手机：16625410105），安排经理解答疑问，提供专业意见及全程一对一服务，安排专业经理解答疑惑，提供专业意见及Full one-on-one service ↓↓↓

05.What industries can't do ODI filings?

The State Council issued the Circular of the General Office of the State Council Transmitting the Guidance Opinions of the Ministry of Foreign Affairs of the People's Bank of China of the National Development and Reform Commission of the Ministry of Commerce on Further Guiding and Regulating the Direction of Overseas Investments on August 18, 2017, which classified the overseas investment projects into encouraging, restricting and prohibiting categories to further guide and regulate the direction of the enterprises' overseas investments. The specific list is as follows:

1. Categories of encouragement
Infrastructure sector; capacity and equipment sector; high-tech and advanced manufacturing; energy resources; agriculture; and Belt and Road investments;
2. Restricted categories
(1) Overseas investment with sensitive countries and regions with which China has not established diplomatic relations, where wars have occurred, or where restrictions are required under bilateral and multilateral treaties or agreements concluded by China; (2) Overseas investment in the real estate industry; hotel industry; cinema; entertainment industry; sports clubs, etc.; and (3) Establishment of equity investment funds or investment platforms with no specific industrial projects abroad.
3. Prohibited categories
（1）涉及未经国家批准的军事工业核心技术和产品输出；（2）运用我国禁止出口的技术、工艺、产品；（3）赌博业、色情业等；（4）我国缔结或参加的国际条约明令禁止的；（5）危害国家利益和公共安全的；
如果企业境外投资涉及敏感国家和地区、敏感行业的，还需要实行核准管理。

如果您的企业有注册海外公司以及ODI境外投资备案的需求，欢迎扫码添加我司在线客服（微信：jxhqcy890 / 手机：16625410105），安排经理解答疑问，提供专业意见及全程一对一服务，安排专业经理解答疑惑，提供专业意见及Full one-on-one service ↓↓↓