Domestic residents (including domestic institutions and individuals) who, for the purpose of investment and financing, establish or indirectly control overseas enterprises with their legally held domestic enterprise assets or interests, or with their legally held overseas assets or interests, shall comply with the provisions of the Notice of the State Administration of Foreign Exchange on Foreign Exchange Management of Overseas Investment and Financing and Return Investment by Domestic Residents through Special Purpose Vehicles, and handle overseas investment filing (referred to as Document No. 37 filing). The registration of document No. 37 is also the only legal and compliant way for Chinese natural persons to hold shares in overseas companies.

The timing and location of registration for Document No. 37

If an enterprise establishes a red chip structure for listing overseas, it should register for direct foreign exchange investment through the bank in the place where the domestic equity company (domestic company) is registered after establishing an overseas holding company and before establishing a foreign-invested enterprise (WFOE). After completing the foreign exchange registration, subsequent related account opening, fund exchange, and other businesses (including profit and dividend remittance or repatriation) can be processed.

Materials required for registration of Document No. 37

Written application

Foreign Exchange Registration Form for Individual Overseas Investment by Domestic Residents

Scanned copy of ID card for applying for individual overseas investment foreign exchange registration

Registration documents of special purpose companies and proof of shareholders or actual controllers

A copy of the business license and articles of association of a domestic company held by the aforementioned Chinese natural person within the territory of China

The company's previous year's balance sheet, income statement, and cash flow statement

Business Financing Plan

Resolution of domestic and foreign enterprise authorities approving overseas investment and financing

Other supplementary materials that may be required

matters needing attention

Domestic operating entities (referred to as OPCO) that have been established for less than one year and have no actual operations are generally not accepted by banks for registration under Document No. 37;

No matter how many shareholders there are, they need to register with Document No. 37 together. Otherwise, a commitment letter is required to indicate that they will not apply for Document No. 37 registration for the same matter now or in the future; When there are multiple founders (domestic residents) of a domestic operating entity (OPCO), it is usually recommended that each founder establish a separate BVI company. If multiple founders hold shares in the same BVI company, when any founder's shares change, all founders need to register the change.