Recently, the situation in the Middle East has once again touched the nerves of the whole world. Iran, Israel and the United States of America's game, so that this ancient land over the war clouds. For Chinese enterprises that are planning or have already laid out overseas markets, this is not only a headline, but also a wake-up call. Why? Because in the heart of these conflicts.ODI Filing (Outbound Direct Investment Filing) The logic of the review is directly linked to geopolitics. If you plan to invest in a sanctioned country (e.g., Iran) or a war-torn region, your filing will likely be blocked by the system at the first step - this is known as the “Sensitive Countries and Regions” red line.

Even if your destination is not a war zone, the volatility of the international situation can cause regulators to ask tougher questions about the authenticity and safety of investment programs. However, the complexity of compliance goes far beyond that. Within the grand narrative of cross-border investment, there is another equally critical path - theRegistration of 37. It serves individuals and solves the compliance problem of overseas shareholding by domestic residents. The two are like two parallel tracks, serving different subjects and purposes, but often confused by investors.

[Compliance Tip] Cross-border structuring involves complex legal and foreign exchange policies, and the details of 2026 audits vary widely from place to place.Enterprise Finance GroupDeep plowing cross-border enterprise services for many years, with Shenzhen, Shanghai, Beijing, Hangzhou, Hong Kong, Singapore and other places of the localization of the landing team, if you are not sure of the filing materials, welcome to call at any time to consult: 16620947137 (WeChat the same number: Qicaiyingjituan).

Today, we will use an article to thoroughly explain the core differences, applicable scenarios and processing points of ODI filing and No. 37 registration, so as to help you take every step to stabilize cross-border investment under the complicated international situation.

I. Core concepts: what exactly are the two?

In the compliance system of cross-border investment, ODI filing and No. 37 registration are like two parallel tracks serving different subjects and purposes.

ODI Filing (Outbound Direct Investment Filing) It is the act of acquiring the ownership, control and management rights of non-financial enterprises outside China through new establishment, merger and acquisition. Simply put, it is the official passport for enterprises to “go out” with capital. Supervisory agencies include the National Development and Reform Commission, the Ministry of Commerce and the Administration of Foreign Exchange, the implementation of multi-departmental joint supervision. Without this pass, the enterprise's funds can not be legally remitted through the bank, overseas investment in China's legal framework is a violation of the operation, may face administrative penalties, credit damage, and even affect the future of all foreign exchange business.

Registration of 37 The full name of the “State Administration of Foreign Exchange on the domestic residents through the special purpose company foreign investment and financing and return investment foreign exchange management notice of the relevant issues” (Huifa 〔2014〕 No. 37), is the domestic residents of the individual through the special purpose company (SPV) for overseas investment and financing and return investment must be dealt with foreign exchange registration formalities. It is essentially a “legal identity certificate” for an individual's offshore shareholding, and solves the compliance problem of individuals in the offshore structure. You can understand it as an individual resident of the offshore investment "on the account" - this registration, the future of overseas enterprises to make money (dividends) or sell the stake earned money, in order to legally and smoothly remit the money back to the domestic use.

One sentence summary: The ODI regulates the “going out” of corporate funds, while Article 37 regulates the “cross-border” of individual equity.

II. Comparison of core differences: two completely different compliance tracks

Although ODI filing and No. 37 registration are both important compliance procedures for cross-border investment, they are fundamentally different from the applicable subject to the regulatory logic, and from the objectives to the handling process.

1. Fundamental differences in the subject of application

(i) ODI filing
The subject matter of the application of the ODI filing is very clear - theEnterprise legal person established by law within the territory. Whether it is a state-owned enterprise, a private enterprise or a partnership, as long as it involves the establishment of new subsidiaries abroad, the merger and acquisition of equity interests in overseas enterprises or participation in overseas projects, it must apply for ODI filing.
For example, a Shenzhen-based technology company plans to set up a production base in Southeast Asia, investing US$3 million for plant construction and equipment procurement. In this case, it is necessary to apply for ODI filing with the Shenzhen company as the main body in order to remit the funds abroad in a compliant manner.

(ii) Registration of 37
The subject matter of the application of the 37th registration is thenIndividuals resident in ChinaThese include founders, Chinese executives who own shares in the company, and core employees who have exercised their options. It should be noted that “Specified Foreign Individuals” are not required to register.
For example, the founder of an Internet company in Hangzhou needs to set up a holding company in the Cayman Islands to prepare for an overseas listing and introduce investment from a US dollar fund. At this time, the founder as an individual must apply for the 37th registration in order to legally hold the equity of the offshore company, and to ensure the compliance of the entry of the future financing money and the return of personal dividends.

Not sure whether your subject should go ODI or 37? Choosing the wrong path could result in funds being frozen.Enterprise Finance GroupProvide specialized pre-architectural consulting services coveringBeijing, Shanghai, Guangzhou, Shenzhen, Hangzhouand other local enterprises and individuals. Now scan the code to add the consultant's WeChat: Qicaiyingjituan, get your exclusive cross-border compliance diagnosis program.

2. Differences in regulatory bodies

(i) ODI filing
ODI filings are guarded by all three regulators:

1. PRC National Development and Reform Commission (NDRC): Responsible for reviewing the nature and amount of investment projects;
2. Department of Commerce: Checking the qualifications and commercial compliance of the investor;
3. foreign exchange bureau: Final control of the exit of funds is implemented through banks.
   This is a complex system of multi-sectoral joint supervision, emphasizing the whole process of control of enterprise funds "going out".

(ii) Registration of 37
The No. 37 registration, on the other hand, is the sole responsibility of the State Administration of Foreign Exchange (SAFE), usually through authorized banks. Its regulatory logic is more focused: to ensure that the shareholding structures built by domestic individuals abroad are legal and transparent, and to pave the way for future capital repatriation.

3. Differences in core objectives

(i) ODI filing
The core objective of the ODI filing can be summarized in four words:Compliance Outbound. It addresses the question of how domestic enterprises can legally convert RMB funds into foreign currency funds for offshore investment and carry out substantial business activities abroad. It is a one-way channel from China to offshore.

(ii) Registration of 37
The goal of the 37th registration, on the other hand, is:Identity rights and pathway opening. It has to solve the problem of how the individuals in the territory can legally hold the equity of overseas companies, how to make the offshore financing money enter the territory in a compliant manner, and how to smoothly return the dividends or exit proceeds after the overseas listing in the future. This is a two-way circular channel - setting up an SPV in small amounts out of the country first, returning to invest back into the country after introducing foreign capital, and then returning the proceeds to the country in a compliant manner in the future.

4. Differences in applicable scenarios

(i) ODI filing core scenarios include:

1. Layout of offshore entities: Establishing new subsidiaries, branches or offices overseas to carry out manufacturing, trading and distribution, and other physical operations.
2. Cross-border mergers and acquisitions: Acquisition of equity or assets of a foreign company to gain control.
3. Investment in offshore projects: Investing in major projects such as offshore energy and infrastructure.
4. Extension of the industrial chain: To set up raw material procurement centers, logistics and warehousing bases or R&D and design centers outside China.

It should be especially noted that the 2026 regulatory policy imposes strict restrictions on sensitive industries and regions. Involving industries such as real estate, hotels, studios, entertainment and sports clubs, or investing in countries with no diplomatic relations or in war-torn countries (such as some of the current conflict zones in the Middle East), the ODI filing review is extremely strict and may even be rejected outright.

(ii) The core scenarios registered in 37 include:

1. Red Chip/VIE structure construction: This is the most typical scenario. The founder of a domestic company sets up a special purpose vehicle (SPV) in Cayman or BVI for the purpose of an offshore listing.
2. return investment: Upon completion of the offshore financing, invest back into the territory through an SPV and set up a Wholly Foreign Owned Enterprise (WFOE) to control the operating entity in the territory.
3. Employee Offshore Equity Incentives: Employees of a domestic company participating in an Employee Stock Ownership Plan (ESOP) through an overseas parent company are required to register to ensure that future exercise proceeds can be repatriated to the domestic market.

be directed againstBVI, Cayman, Hong Kong, SingaporeCompany registration and structuring in popular offshore and Asian financial centers.Enterprise Finance GroupWe provide one-stop closed-loop service from ODI filing to No. 37 registration, to annual audit of offshore companies, bookkeeping and tax filing. Saves you the communication cost of docking multiple intermediaries, for details, please call: 16620947137.

5. Differences in the flow of funds

(i) ODI filing
The ODI filing deals with the business fundsone-way exit.. Domestic enterprises remit their own funds or financing funds, after compliance review, to their overseas subsidiaries or project accounts. The use of this money must be strictly consistent with the filed project, and subsequent repatriation of profits requires separate procedures.

(ii) Registration of 37
The flow of funds handled by the 37th registration is much more complex. At the initial stage, only a small amount of money (usually a few thousand dollars) is required by an individual to register an offshore SPV, and there is no large amount of outbound capital involved. Subsequently, the offshore financing money (e.g., USD fund investment) enters the SPV, and then enters the domestic market through the return investment channel to be used for setting up a WFOE or expanding domestic operations. In the future, when the offshore listing is withdrawn, the individual dividend or equity transfer proceeds can be remitted back to the domestic settlement for use in a compliant manner. This is a completefinancial closureThe

6. Differences in continuing compliance requirements for subsequent obligations

(i) ODI filing
Once the ODI filing is complete, companies are required to complete by June 30 of each yearRegister of stockholdingsIn addition, it shall report to the supervisory authorities the assets, liabilities, ownership interests and other data of the overseas enterprises. If an offshore enterprise undergoes a capital increase, capital reduction, change of equity and other significant matters, it is required to file the changes within 30 days.

(ii) Registration of 37
The No. 37 registration is likewise subject to follow-up obligations. If the offshore SPV undergoes major events such as shareholding changes, capital increase, listing, bankruptcy and liquidation, individuals are required to register the changes within 30 days. In addition, it is also necessary to cooperate in completing the registration of the stock of interests every year to ensure the continuous transparency of information on the individual's overseas shareholding.

Third, the two are related: when do they need to be handled at the same time?

In the complex cross-border architecture, ODI filings and Section 37 registrations are not completely cut off, but are closely related.

Key Compliance Tip: In the case of a return investment structure, the regulation requires a penetrating verification of the identity of the ultimate holder.

• If the ultimate holder is a domestic enterprise, the ODI filing must be completed first;
• If the ultimate holder is a domestic natural person, the 37th registration is required in advance;
• If the ODI filing involves a natural person's offshore holdings, it is required to synchronize the completion of the 37th registration, theDual compliance is indispensableThe

For example, the case of Mr. W mentioned earlier: he applied for ODI filing with Shenzhen Technology Co., Ltd. as the main body to solve the problem of outbound funds; at the same time, as an individual, he applied for No. 37 registration to solve the problem of personal shareholding compliance. The two procedures are parallel to ensure the legal compliance of the whole structure.

The “two-track” structure involving both ODI and 37 is the most error-prone aspect.Enterprise Finance GroupWith a wealth ofFDI filing, repatriation investment and cross-border poolingWith experience in operation, we have assisted hundreds of enterprises to successfully pass the foreign regulatory audit. If you are planning for red-chip structure or overseas M&A, contact us for professional solutions: Qicaiyingjituan.

IV. In-depth analysis: how to choose in different scenarios?

Scenario 1: Enterprises simply "go to sea" - choose ODI filing

If you are a manufacturing enterprise, you plan to set up a production base in Vietnam and invest 5 million dollars for plant construction and equipment procurement. In this case, the choice of path is very clear: take the domestic enterprise as the main body and apply for ODI filing.
Your domestic company will act as the main investor and submit an application to the Development and Reform Commission (DRC) and the Commercial Department to prove its financial strength, the commercial substance of the project and the legitimacy of the source of funds. Upon approval, the capital can be remitted to the Vietnamese subsidiary for production and operation in a compliant manner.

Scenario 2: Individual offshore shareholding - Office 37 registration

Suppose you are the founder of a technology company and the company plans to set up a red chip structure for listing in Hong Kong. You need to set up a holding company in the Cayman Islands to bring in investment from a US dollar fund. In this case, you, as an individual founder of Chinese nationality, must apply for the 37th registration.
What you need to do is to submit a registration application to the local foreign exchange bureau or authorized bank after the registration of the offshore SPV is completed and before the introduction of foreign capital. Upon approval, you will obtain a business registration certificate, which is the only proof of your legal ownership of the offshore company. This is the only proof that you legally hold the equity of the offshore company. In the future, you will need this certificate for foreign exchange settlement for the entry of financing money and the return of dividends after listing.

It is important to note in particular that there is a strict statute of limitations for registration of 37:Must be completed before the offshore SPV obtains its first offshore financing. If financing is done before registration, it will constitute a compliance defect and may be at risk of penalties or inability to be replaced.

Scenario 3: Composite Architecture for Enterprise + Individuals - Both Needed

This is the most complex and common scenario. Let's still take Mr. W, the founder of the above technology company, as an example: Mr. W is both the legal representative of the domestic operating entity and an individual shareholder of the overseas listed company. At the same time, his company level needs to inject a portion of its business or assets into the offshore SPV.

In this case, the compliance path is two-track:

• as an enterprise: General W's domestic companies are required to apply for ODI filings to inject relevant assets or business compliance into the offshore structure to ensure that the exit of funds and assets at the corporate level is legal.
• as an individual: Individuals of General W need to go through the 37th registration to establish the legitimacy of their individual shareholder status in the offshore SPV.

One of the two formalities is indispensable. If only the ODI is done without the 37th, Mr. W's personal shareholding will be in a “black account” status, and future dividends cannot be returned in compliance; if only the 37th is done without the ODI, the exit of assets at the company level will constitute a violation of the law.

Scenario 4: Employee Equity Incentives - Special Application of Section 37 Registration

If you are a Chinese employee of a company that has erected a red chip structure, you have been granted options or restricted shares of your overseas parent company. When you exercise or vest your options, you will also need to register for Section 37 - to be precise, register for an employee stock ownership plan under Section 37.
In this case, the company usually applies to the foreign exchange bureau for centralized registration for all Chinese employees participating in the incentive plan. Upon approval, each employee will be granted a personal shareholding quota, and any future exit of funds from the exercise of options and repatriation of proceeds from the sale of shares can be handled in a compliant manner within the quota.

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In 2026, with war clouds in the Middle East and accelerating global capital flows, the compliance bar for cross-border investment is rising. Whether a company is going overseas or an individual is crossing the border, compliance is no longer optional, but a must-answer question.

Select a recommendation:

• If you are an enterprise planning to set up subsidiaries overseas, merge and acquire foreign assets -Do ODI filingThe
• If you are an individual and need to set up a red chip structure, hold equity in a foreign company -Office of the United Nations High Commissioner for Refugees (OHCHR) 37 registrationThe
• If you are both a business owner and involved in personal offshore holdings-Both are required.The

Only by guarding the bottom line of compliance can the enterprise's “going to sea” boat travel steadily and far in the wind and waves, and the individual's cross-border investment can be safely docked in the complex international situation.