Under what circumstances is ODI registration required?
Published Time：
2025-03-21 10:31
Source：
According to Article 2 of the "Measures on the Administration of Enterprises' Overseas Investment", domestic entities need to file for ODI registration in the following situations.
Image source: Ministry of Commerce of the People's Republic of China
1. Establishing a new overseas enterprise
When a Chinese company or individual plans to establish a new enterprise, branch, or representative office overseas, they need to submit an ODI registration application to the NDRC and the Ministry of Commerce. This includes all forms of investment, such as sole proprietorship, joint ventures, or cooperation.
2. Merging and acquiring overseas enterprises
When merging and acquiring overseas enterprises, whether through equity acquisition, asset purchase, or any other form of merger and acquisition, Chinese investors need to conduct ODI registration.
This usually involves due diligence on the target enterprise, transaction structure design, and financial arrangements, and requires the submission of relevant documents such as the merger and acquisition agreement and the target enterprise's financial statements.
3. Increased capital and shares
For overseas enterprises already registered in China, if the Chinese investor plans to increase the investment amount or expand its equity stake in the enterprise, the existing ODI registration needs to be updated. This usually involves submitting a detailed plan for increased capital and shares, financial arrangements, and an assessment of the impact on the future development of the enterprise.
4. Overseas reinvestment
If an enterprise established overseas by a Chinese company plans to reinvest overseas, that is, using the funds of the overseas enterprise to invest in other countries or regions, ODI registration is also required. This includes reporting information on the specific reinvestment project, fund usage plan, and expected returns.
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