What should I do for ODI overseas investment filing? Compliance Guidelines for Enterprises Going Overseas under the New Regulations for Outbound Investment in 2026 (Shanghai Expo)

On July 1, 2026, the 'Regulations of the State Council on Outward Investment' (State Council Decree No. 837) officially came into effect. This is the first administrative regulation in the field of foreign investment in China, consisting of 34 articles. From scope of application, support services, management supervision, protection of rights and interests to legal responsibilities, the system has established a compliance framework for enterprises to 'go global'. For Chinese companies evaluating their overseas layout, this new regulation is not a multiple-choice question, but a checklist that must be cross referenced one by one.

1、 What New Regulations Have Changed: The Four Most Concerned Things for Enterprises

The first thing is that the filing process has not changed, but the penetration supervision is stricter. According to regulations, if investors need to go through procedures such as approval and filing, information reporting, and cross-border fund registration for foreign investment, they shall handle them in accordance with relevant national regulations. In the past, many companies used to reinvest their own profits from overseas subsidiaries in a third country. The new regulations specify that those who only reinvest their own profits from overseas subsidiaries need to file for reinvestment with the competent commerce department; If the domestic parent company borrows money from its overseas subsidiary for investment in a third country, it must complete the full ODI process of development and reform, business, and foreign exchange, and handle the registration of external debt.

The second thing is that the legal responsibility has significantly increased. For behaviors such as foreign investment prohibited by the country, failure to fulfill approval and filing procedures, and fraudulent approval and filing, a fine of 1 ‰ to 10 ‰ of the investment amount may be imposed. More noteworthy for business leaders is that the new regulations have strengthened the institutionalized arrangement of individual responsibility, which means that the cost of illegal activities is no longer limited to the enterprise level.

The third thing is to expand the scope of application. In the past, ODI mainly restricted domestic enterprises from directly investing abroad, and the new regulations will extend penetrating supervision to situations such as reinvestment of overseas subsidiaries and multi-level structures. When building VIE and offshore structures, enterprises need to prioritize compliance nodes in the architecture design phase, rather than waiting for funds to leave the country before completing procedures.

The fourth thing is that the support service system is written into administrative regulations. The regulation specifies the establishment of a foreign investment support service system by the state, which means that enterprises will receive more systematic public service support in areas such as country risk, legal aid, credit insurance, and cross-border settlement. For small and medium-sized enterprises, this is a institutional dividend that reduces the cost of trial and error when going abroad.

2、 Actual timeline and material list of ODI process

A complete ODI application usually involves three lines: project approval or filing by the development and reform department, 'Enterprise Overseas Investment Certificate' by the commerce department, and cross-border fund registration by the foreign exchange management department. The three lines are advancing in parallel, with an overall cycle of two to four months, depending on industry sensitivity, destination country, material completeness, and the company's historical compliance records.

The core materials that enterprises need to prepare include: business license, audit report, board resolution or shareholder resolution, explanation of investment funding sources, articles of association and shareholder structure of the target company, due diligence report, investment agreement, and feasibility study report. If it involves sensitive industries or countries, opinions from industry regulatory authorities need to be supplemented.

The three most common reasons for returning replacement parts in practice are: unclear explanation of the source of funds, insufficient due diligence in the target country, and inconsistency between investment path design and actual business logic. It is recommended that companies conduct an internal pre review with a professional organization before formally submitting.

3、 List of high-frequency questions for enterprises before going global

In the months after the implementation of the new regulations, the most concentrated questions for enterprise consultation include: How long does it take for ODI filing? Which industries are classified as sensitive and require approval? What is the process for remitting dividends from overseas subsidiaries back to China? How to connect cross-border guarantees, domestic guarantees, and foreign loans with ODI? How to arrange the pace of capital outflow under exchange rate fluctuations? How to determine the foreign investment access, labor laws, and tax residency status of the target country?

There is no standard answer to these questions, as the answer depends on the industry, destination, architecture, and funding path of the enterprise. A Southeast Asian manufacturing company that cares about local land, labor, and tariffs; A cross-border e-commerce company that is concerned about the establishment of overseas warehouse entities and payment accounts; A new energy company is concerned about the target country's subsidy policies and technology export controls. Asking these questions all at once is more efficient than searching sporadically.

Another commonly overlooked issue is the exit mechanism. Going global is not a one-way decision. In the future, whether it is equity transfer, dividend repatriation, or liquidation exit, it involves the path of capital return, tax treatment, and foreign exchange registration. Agreeing on an exit clause in the investment agreement beforehand is much cheaper than dealing with disputes afterwards.

4、 Why is it recommended for business leaders to visit the site

The policy text is static, but the situation of the enterprise is dynamic. Instead of reading ten explanatory articles, it's better to sit down with an agent who is familiar with the three lines of development and reform, business, and foreign exchange to review the materials. From November 20th to 22nd, 2026, the Overseas Immigrant Study Abroad Property and Enterprise Overseas Development and Financial Services Expo will be held at the Shanghai World Trade Exhibition Center for three days, with an expected attendance of about 8000 visitors.

The exhibition will set up a dedicated area for enterprise overseas expansion and ODI services, inviting overseas investment consulting firms, cross-border law firms, accounting firms, credit insurance companies, cross-border banks, and offshore architecture service providers to participate in the exhibition. Enterprise leaders can complete three tasks on site: first, bring their industry and destination to the service agency for a preliminary compliance diagnosis; The second is to horizontally compare the professional directions and pricing ranges of different service providers; Thirdly, I participated in the policy interpretation salon held at the same time and directly heard the detailed breakdown of Order 837.

For exhibition service providers, a considerable proportion of the 8000 visitors gathered during the three-day exhibition are decision-makers from companies with real plans to go global. This face-to-face docking efficiency is much higher than online advertising and unfamiliar visits. Service providers can complete brand exposure, collect potential customers, and communicate preliminary plans on site, as well as provide professional perspectives and establish industry awareness through concurrent salons.

5、 Write at the end

Going global for enterprises is not a simple capital transfer, but a systematic project involving laws, taxation, foreign exchange, labor, and intellectual property. Under the new regulations, compliance has shifted from 'post remedy' to 'pre design'. Whether you are preparing ODI materials or evaluating whether to go out, the Shanghai exhibition in November is a time worth scheduling.

Exhibition invitation and visit consultation: 13681692751 (same as WeChat). More exhibition information can be found on the official website www.qs-expo.com.