Is it possible to make an ODI (Outbound Investment) filing?
Because our country in the capital of foreign investment has strict control, and enterprises if you want to foreign investment, earn profits, is the need to be under the guidance of the policy, compliance with the relevant procedures, the funds can be legal and smooth exit.Overseas investment filing (hereinafter referred to as ODI filing) is one of the common ways to assemble. So today we will talk about whether we can make up the ODI filing and related issues.
Do you need ODI filing for reinvestment in a company established abroad?
ODI refers to the behavior of an enterprise legally established in the People's Republic of China (hereinafter referred to as the enterprise) that owns a non-financial enterprise or acquires the ownership, control, operation and management rights and other interests of an established non-financial enterprise outside the territory of the People's Republic of China by means of a new establishment, merger and acquisition and other means.
In layman's terms, outward investment filing means that when our domestic enterprises invest in overseas enterprises, no matter it is a new company, a new project or a merger and acquisition of equity, as long as it involves directly or indirectly obtaining the ownership of the overseas company, the right of control, operation and management, etc., they need to carry out ODI.
If an enterprise's offshore investment involves sensitive countries and regions and sensitive industries, it also needs to implement approval management.
It should be reminded that ODI is only for the establishment of offshore enterprises. In other words, the shell companies set up by domestic enterprises in the path of overseas investment are not included in the scope of the management department to be audited. At the same time, the secondary investment behavior carried out by overseas enterprises is also not in the scope of foreign investment management and does not need to be audited by the relevant departments.
Overseas establishment of the company reinvestment filing, mainly depends on the name of the domestic company reinvestment or reinvestment in the name of the foreign company, if it is the domestic investment subject in the overseas reinvestment in the establishment or control of a new foreign company, it is necessary to re-apply for the ODI.
If the company established in the name of the domestic company to reinvest in foreign countries, there is no need to re-apply for ODI, because the foreign company is already a foreign-funded company, a foreign-funded company is an independent economic entity, independent business, independent accounting, independent legal responsibility. In the form of organization, the foreign company can be a legal person, can also be an unincorporated entity, with the conditions of a legal person of the foreign company, according to the law to obtain legal personality. And according to the provisions of the foreign company law, the establishment of foreign companies must be conducive to the development of China's national economy, and the state encourages the use of international advanced technology and equipment, all or most of the products exported to foreign companies.
Offshore reinvestment refers to the act of reinvestment by the final destination company using its offshore profits or offshore self-financing; reinvestment is reported after the fact and does not require filing procedures.According to the regulations, after completing the offshore legal formalities, you need to report to the commercial authorities.
Can the ODI certificate be replaced if it is accidentally lost?
Enterprises generally lost certificates are issued by the business sector down the “Enterprise Overseas Investment Certificate”, this case is unable to replace the certificate can only be re-applied for, and can not be handled also need to pay attention to the following two points:.
1.For enterprises that have lost their certificates, the competent authorities need to carefully review the operation of the offshore enterprises and conduct registration procedures only after there are no irregularities.
2.It is necessary to prepare and write the relevant application for the replacement of the registration of the page material, which contains the information of the subject of domestic investment, the financial statements of the subject of domestic investment in the last year, the audit report of the last year, the board of directors/executive director's resolution, the due diligence report of the project (including economic, technical, legal, financial, environmental and other due diligence conclusions), and the implementation of the work of the description, and so on.
An offshore company that is already in operation cannot make up for it. If the offshore company has not opened an account, nor operated, etc., and there is no actual business happening, you can try to make up for the ODI, and the requirements will vary from city to city. The prerequisite is that the previous shareholders of the offshore company are mainland companies, not natural persons.
The relevant competent authorities in the approval of a clear requirement, the overseas subsidiary registration time shall not be earlier than the date of ODI notification, but, due to their own unfamiliarity with overseas investment matters, the enterprise has first registered overseas companies, then, this situation can not make up for the ODI registration?
According to the provisions of the relevant authorities, the first offshore registration of the company is unable to apply for ODI re-registration, but according to our years of experience in dealing with ODI, it is not completely impossible to re-register, it depends on the domestic company in which city, the length of time of the establishment of the company outside the territory of the overseas company, overseas company's water and other circumstances, the specific re-registration of the solution needs to be detailed understanding of the specific circumstances of the territory of the outside world The specific solution needs to understand in detail the specific situation inside and outside of the country before it can be issued.
Enterprises that want to understand the detailed process, conditions and required materials for ODI replacement registration and get the ODI certificate as soon as possible can directly consult our company, and we will issue a detailed solution according to the specific situation of each enterprise. At the same time, also here to remind you want to go to Hong Kong, Macao, Taiwan or foreign countries to set up new subsidiaries, mergers and acquisitions, participation in service and other overseas investment partners, with the ODI certificate audit teacher more and more professional, approval standards are higher and higher, want to be in compliance and reasonable engaged in offshore investment to achieve the freedom of funds into and out of the country, must first apply for the ODI certificate, to avoid unnecessary trouble.
If the follow-up wants to finance the listing of enterprises, do not recommend this operation, ODI certificate is approved above the date of issuance, the certificate of registration of foreign companies also has a date, a verification will be able to find that the registration process is reversed, this non-compliance flaws will always be there, financing the listing of the compliance requirements are very high, and the subsequent probability of being challenged.
