What information do I need to provide for overseas ODI filing?

1. Certificate of registration of the investment entity;

2. The latest monthly financial report of the investment entity;

3. Equity structure of the investment entity traced back to the ultimate actual controller;

4. The third party issues the audit report of the investment entity in the latest year;

5. The latest audited financial statements of the investment entity;

6. Letter of commitment for the authenticity of overseas investment;

7. Legally binding agreements or similar documents;

8. Supporting documents to prove the authenticity and compliance of the investment funds;

9. Investment decision-making documents of the investment entity.

1. Audit report of domestic enterprises.

2. Credit certificate of domestic enterprises.

3. The name and articles of association of the overseas enterprise.

4. Overseas investment feasibility study report.

5. Investment environment analysis report.

6. Due diligence report, etc.

Each city needs to submit and complete different materials for the project situation of different enterprises, and the specific ODI filing materials can be directly consulted by the National Handling Center for ODI Filing of Comfort Enterprise Service to receive.

The following documents must be prepared for the ODI filing:

1. Audit report of domestic enterprises. The audit report must be profitable, and the profit amount must be greater than the investment amount;

2. Credit certificate of domestic enterprises: the content is a deposit certificate, and the balance on the certificate must be greater than the investment amount;

3. The name and articles of association of the overseas enterprise: the name must be verified before registration to avoid the completion of the ODI process, and the name cannot be registered, and the articles of association must be provided in Chinese and foreign languages;

4. Project information: It is necessary for customers to provide the business content and estimated expenses of overseas enterprise projects, and our company will improve and write the manual.

1. The preparation of some documents in China includes:

The main applicant company's business license, articles of association and other registration documents;

The main application is the business license, articles of association, partnership agreement and other relevant materials at the level of shareholders of the company;

Audit reports, financial reports;

Letter of Commitment on the Authenticity of Overseas Investment;

Proof of funds in place;

Proof of personal tax payment (if required);

Other (approval requirements for different departments).

2. Preparation of overseas documents:

Structure of outbound investment transactions;

Overseas company registration documents, shareholder registration certificates, M&A, etc.;

Introduction of the project company (industry, business scope, customer base, technology holdings, etc.);

Other investor information (if required);

Signed agreement (if required).

Application Form for Filing of Overseas Investment;

Project feasibility report;

Project DD Report;

Fact sheet of the acquisition project.

Information required for the cancellation of Shanghai Overseas Investment Filing (ODI):

1.Application for cancellation or transfer of overseas enterprises;

2.A copy of the business license of the domestic investment entity;

3.Resolution of the shareholders' meeting of the domestic investment entity;

4.Liquidation report or transfer agreement (with Chinese translation);

5.Original overseas investment approval certificate;

6.Handle cancellation with the original examination and approval authority (commerce department, foreign exchange bureau) within the country;

7.Generally, it is a written application, a resolution of the board of directors, and a certificate issued by the original examination and approval authority;

The following information can be provided

1. Application Information Form for Overseas Investment Enterprises.

2. Information form of the enterprise's overseas investment entity.

3. The company's business license.

4. Agreements related to external establishment or mergers and acquisitions.

5. Articles of association and investment contract.

6. Financial audit statements.

7. Description of the preliminary work.

Filing materials.

A copy of the business license (domestic).

The original articles of association of the foreign company.

Audit Report (Domestic).

A description of the implementation of the preliminary work (written according to the sample).

A copy of the ID card of the shareholder and legal representative (domestic).

Name, address, director information of the foreign company.

Certificate of credit standing (capital verification certificate).

Overseas investment process: Ministry of Commerce - *** - foreign exchange registration (20 working days from the Ministry of Commerce), *** 2 months (expedited processing is available).

Overseas investment filing process:

1. Enterprises carrying out overseas investment subject to filing management shall be reported to the Ministry of Commerce for the record; Local enterprises shall report to the local provincial competent department of commerce for the record.

2. Enterprises carrying out overseas investment involving sensitive countries and regions and sensitive industries that are subject to approval and management shall be subject to approval and management, and the enterprises shall apply to the Ministry of Commerce, and local enterprises shall apply to the Ministry of Commerce through the local provincial competent department of commerce.

3. Where two or more enterprises jointly carry out overseas investment, the relatively large shareholder shall go through the filing or application for approval after seeking the written consent of the other investors. If the shareholding ratio of all parties is equal, one party shall go through the filing or application for approval after negotiation. If the investors do not belong to the same administrative region, the Ministry of Commerce or the provincial-level competent department of commerce responsible for handling the filing or approval shall inform the competent commerce department of the place where the other investors are located of the results of the filing or approval.

Materials required for ODI filing:

1. A copy of the business license.

2. The original articles of association of the foreign company.

3. Audit report.

4. Description of the implementation of the preliminary work.

5. A copy of the ID card of the shareholder and legal representative.

6. Name, address and director information of foreign companies.

7. Credit certificate.

Overseas investment filing refers to the activities of enterprises (including limited liability companies, partnerships) and other investment entities established in China to obtain the equity of overseas enterprises by investing monetary or valuable**, physical goods, intellectual property rights or technology, equity, debts and other assets, and then obtain the management rights and other relevant rights and interests of overseas enterprises. In other words, when a domestic enterprise invests in an enterprise in Hong Kong, Macao, Taiwan and other countries and regions, whether it is a new company, a new project or an equity merger, as long as it involves directly or indirectly obtaining the ownership, control and operation management rights of the overseas company, it is necessary to carry out the overseas investment preparation and transfer case. If an enterprise's overseas investment involves sensitive countries and regions or sensitive industries, it is required to implement approval management.

Legal basis

Circular No. 37 is the full name of "SAFE Concerning Foreign Investment and Financing or Round-trip Investment by Domestic Residents through Special Purpose Vehicles", which is usually used for overseas investment in the name of individuals. The main objectives are two: (1) to address the compliance of domestic residents in overseas shareholdings, (2) to address the compliance of overseas investment and financing, and to address the compliance of overseas investment and financing.

When holding equity or options in a special purpose company, you also need to register with the foreign exchange bureau before exercising the rights. ODI filing refers to the filing of overseas investment, and the specific English is: overseasdirectinvestment, and the overseas investment and its filing process can be popularly described as:

If a domestic enterprise invests abroad to obtain the ownership, control and operation management rights of a foreign enterprise, it shall carry out ODI filing and approval in accordance with the requirements of the Ministry of Commerce and the Ministry of Commerce; After passing the approval of the ODI filing, the RMB funds can be exchanged for foreign exchange and invested abroad, and the foreign exchange obtained from the investment can also enter the country smoothly.

ODI literally translates OFDI. It refers to the economic activities in which Chinese enterprises and organizations invest in foreign countries, Hong Kong, Macao and Taiwan in cash, physical objects, intangible assets, etc., and take the control of the operation and management rights of enterprises outside the country (territory) as the core.

According to the "Measures for the Administration of Overseas Investment", any Chinese mainland enterprise that wants to go to Hong Kong, Macao, Taiwan or foreign regions to carry out investment activities such as new subsidiaries and mergers and acquisitions must first go through the ODI overseas investment filing, otherwise it is a violation of the law, and the bank will prohibit the entry and exit of the enterprise's funds.

ODI (Oversea Direct Investment) filing is an investment filing, to put it simply, you transfer domestic money abroad, you need a finger oak certificate + filing, to prove that your operation is legal and compliant. Specifically, it refers to the filing of the investment funds required by the institutional shareholders of domestic enterprises when they make direct investments in overseas projects or subsidiaries.

Generally, the main document for enterprises to go through ODI filing is to obtain the enterprise investment certificate of the Commercial Commission, which needs to be approved by the Commercial Commission and the Commercial Commission. In addition, enterprises involved in finance need to be approved by the Financial Services Bureau, and a small number of state-owned enterprises need to pass the review of the State-owned Assets Supervision and Administration Commission.

What are the benefits of ODI filing?

1) As the initial operating capital of the enterprise's overseas investment;

2) as an account activation fee for opening a bank account with a foreign company;

3) The return of funds after the profit income of foreign companies needs ODI filing support;

4) It is more convenient for foreign companies to cooperate with domestic and foreign-funded companies.

The following diagram is a diagram of a red-chip structure, which contains a complete and complete cross-border investment process, including foreign investment + overseas investment + foreign landing. Among them, you can see that there is a line of ODI filing on the far left, which is about the importance and operation position of ODI in building a red-chip structure.

<> main process is as follows:

1) Commission of Commerce (approved and filed by overseas entities).

2) (investment project approval and filing).

3) Bank (go to the bank to register for payment).

The required materials are:

Name, address, director information of the foreign company.

Formal audit report of the base compass chain in the past year;

A copy of the ID card of the shareholder and legal representative;

A copy of the business license;

The original articles of association of the foreign company.

Explanation of the implementation of the preliminary work.

According to the "Measures for the Administration of Overseas Investment of Enterprises", all Chinese mainland enterprises want to go to Hong Kong to refer to Huaotai or foreign regions to set up new subsidiaries, branches, offices, mergers and acquisitions, equity participation and other investment behaviors, must first handle the ODI filing Qichun, ODI filing is by the Ministry of Commerce, the Ministry of Commerce, the Ministry of Foreign Exchange, the State Administration of Foreign Exchange is responsible for the examination and approval, after the approval,Chinese mainland Chinese mainland companies can directly send their money abroad for investment, otherwise banks will prohibit their funds from entering and leaving the country.

ODI filing is generally speaking, foreign investment filing means that when our domestic enterprises invest in overseas enterprises, whether it is a new company, a new project or an equity merger and acquisition, as long as it involves directly or indirectly obtaining the ownership, control, operation and management of the overseas company, it is necessary to carry out the overseas investment (ODI) filing. If an enterprise's overseas investment involves sensitive countries and regions or sensitive industries, it is also required to implement approval management. It should be reminded that the Overseas Investment (ODI) filing is only for the established overseas enterprises.

In other words, the shell companies set up by domestic enterprises on the route of overseas investment are not within the scope of review by the regulatory authorities. At the same time, the secondary investment activities carried out by overseas enterprises are not within the scope of outbound investment management and do not need to be reviewed by the relevant authorities.

According to the Law of the Dust and Fierce Law on the Management of Overseas Investment of Enterprises, all Chinese mainland enterprises that want to set up new subsidiaries, branches, offices, factories, mergers and acquisitions, equity participation and other investment behaviors in Hong Kong, Macao, Taiwan or foreign regions must first go through the ODI overseas investment filing, which is approved by the Ministry of Commerce, *** and the State Administration of Foreign Exchange. The bank will prohibit the entry and exit of the company's funds, and now the investigation is becoming more and more strict, and the detailed handling process, handling requirements, required materials and precautions and other materials can be obtained at the ODI filing center of Shuxin Enterprise Service.

Overseas investment filing and ODI filing are one thing, which can be collectively referred to as ODI overseas investment filing, which is responsible for business by the three departments of ***, the Ministry of Commerce, and the State Administration of Foreign Exchange, and the approval process is as follows:

1. Lack of project approval to apply for the "Notice of Overseas Investment Filing Project".

2. The Ministry of Commerce applies for the "Overseas Investment Certificate for Enterprises".

3. The State Administration of Foreign Exchange (SAFE) applies for the Foreign Exchange Registration Certificate for Overseas Direct Investment

1) Project approval: apply for the project to the development and reform department and the committee department, submit the project information, the domestic investor signs the required legal documents, and the approval document is approved or filed by the development and reform department, and the approval document is issued or the filing notice.

2) The Ministry of Commerce shall approve and issue the certificate for the approval or filing of the commercial department, and issue the "Certificate of Overseas Investment of Enterprises", and the enterprise shall carry out overseas investment within 2 years of receiving the certificate. The "Certificate of Overseas Investment of Enterprises" is valid for two years and will become invalid after the expiration date.

3) The State Administration of Foreign Exchange (SAFE) is responsible for the release of foreign exchange by banks and the supervision of the State Administration of Foreign Exchange. After review, the foreign exchange department will issue the Foreign Exchange Registration Certificate for Overseas Direct Investment to the domestic enterprise

In the early stage of ODI filing, it is necessary to prepare a feasibility study report, and the monitoring content of the feasibility study report mainly includes the following points.

1. Company profile (main business, operation in the past three years, product advantages, equity structure).

2. Introduction of overseas companies (main business, equity structure, operation in the past three years, advantages of products in the investment place, reasons for choosing the investment location, necessity and profit point of overseas investment).

3. Description and purpose of capital ** (funds are the parent company's own funds (book funds), bank loans, other channels, detailed measurement and details of funds).

4. Analysis and evaluation of the capital environment (risk and policy analysis of the investment location).

Note: The project of M&A of overseas enterprises needs to submit due diligence prepared by a third-party institution (involving risks such as law, patented technology, investment environment, etc., depending on the specific project).