In 2022, the Winter Olympics came to a successful conclusion. The success of the Olympic Games is not only the success of China, but also the success of the world, realizing the diversity of global culture, consciousness and economy. Among them, with the trend of economic globalization becoming more and more obvious, China strongly supports the policy of enterprises going abroad, but the supervision of enterprises' funds leaving the country is very strict. Overseas investment by domestic enterprises needs the joint approval of the National Development and Reform Commission, the Ministry of Commerce and the State Administration of Foreign Exchange. Then, corporate funds will leave the country in compliance. Next, Miss Wang from Tengbo International will answer your questions one by one!
1. What is the filing of overseas investment?
Overseas investment filing refers to the act of establishing or merging overseas non-financial enterprises by domestic enterprises after filing with relevant departments, and obtaining the actual control and management rights of enterprises.
Second, the process required for foreign investment.
(1) After an enterprise makes an overseas investment decision, it shall first apply to the provincial development and reform commission, which shall report it to the National Development and Reform Commission for approval and obtain the project approval of the National Development and Reform Commission.
(2) After completing the above-mentioned examination and approval procedures, the enterprise shall apply to the Ministry of Commerce through the provincial competent commerce department, and obtain the approval of the competent commerce department and the Certificate of Overseas Investment of China Enterprises.
(3) Enterprises need to go to the foreign exchange bureau for foreign exchange registration, and go to the designated foreign exchange bank to go through the remittance procedures of overseas direct investment funds with the approval documents of the competent department of overseas direct investment and the Foreign Exchange Registration Certificate of Overseas Direct Investment, so as to remit foreign exchange abroad.
Third, the specific process and key points
First, the National Development and Reform Commission approved investment projects.
Enterprises carry out substantive work in the project, that is, before signing a binding agreement, issuing a binding offer and applying to the government review department of the other country (region), overseas acquisition projects should be approved by the provincial development and Reform Commission, and then submit a project information report to the National Development and Reform Commission, and send a copy to the industry management department of the State Council. After receiving the project information report, the National Development and Reform Commission will issue a confirmation letter to the submitting unit within 7 working days, and the confirmation letter will indicate a certain validity period. Relevant enterprises can carry out substantive work within the validity period. If it is not completed within this period, the confirmation letter should be extended or the project information report should be resubmitted according to the situation.
1, approval document
(1) project application report;
The application report submitted to the National Development and Reform Commission includes the following contents:
1 Project name and basic information of investors;
2. Project background and investment environment;
Project construction scale, main construction contents, products, target market, project benefits and risks;
4. The total investment, amount, method and foreign exchange quota of the project.
(2) Resolutions of the board of directors of the company or resolutions on capital contribution;
(three) the assets, business and credit certification documents of the Chinese side and the cooperators;
(4) bidding, merger or joint venture cooperation projects, letters of intent or framework agreements signed by Chinese and foreign parties and other documents.
2. Time limit for approval
After accepting the project application report, the National Development and Reform Commission shall complete the approval of the project application report within 20 working days from the date of accepting the project application report, which may be extended by 10, and inform the project applicant.
In any of the following circumstances, the approved project needs to apply to the National Development and Reform Commission for change:
(1) The construction scale, main construction contents, main products and locations have changed;
(2) Changes of investors or equity;
(3) Chinese investment exceeds the original approved Chinese investment by more than 20%;
(4) Not implemented during planned construction or acquisition and delivery.
Two, the competent department of commerce issued a certificate of overseas investment.
The enterprise establishes an "overseas investment management system" through the Ministry of Commerce, fills in the printed application form as required, and applies to the Ministry of Commerce through the local provincial commerce department. If the application form is complete and conforms to the statutory form, the foreign investment approval certificate will be issued immediately.
1, application documents
(1) application (mainly including investor information, name of overseas enterprise, ownership structure, investment amount, business scope, business term, investment fund source, investment specific content, etc.). );
(2) An application form for overseas investment
(The enterprise fills in and prints according to the requirements through the "management system" and seals it);
(3) Contracts or agreements related to overseas investment;
(four) overseas investment involves products or technologies whose export is restricted in People's Republic of China (PRC), and the materials approved by the relevant departments for export;
(5) A copy of the business license of the enterprise.
2. Time limit for approval
The provincial commerce department shall conduct preliminary examination within 10 working days from the date of acceptance, and report to the Ministry of Commerce after approval. The Ministry of Commerce shall make a decision on whether to approve or not within 15 working days.
Four. Foreign exchange registration of the State Administration of Foreign Exchange
When an enterprise handles foreign direct investment in foreign exchange at the local foreign exchange bureau, it shall explain the capital situation. If the foreign exchange investment does not exceed US$ 6,543,800,000, the foreign exchange administration branch will issue a foreign exchange registration certificate for overseas direct investment.
1, approval document
(1) Explanations on the sources of foreign exchange funds;
(2) The valid business license or registration certificate and organization of the domestic institution.
Code certificate;
(3) The approval document or certificate of the overseas direct investment department for the investment;
(4) If the upfront expenses are remitted, relevant explanatory documents and remittance vouchers shall be provided;
(5) Other materials required by the foreign exchange bureau.
2. Time limit for approval
The provincial foreign exchange administration branch shall complete the examination and approval within 20 working days and issue the foreign exchange registration certificate for overseas direct investment.
Approval documents and relevant laws and regulations required for verbs (abbreviation of verb)
National Development and Reform Commission: Reply of Investment Projects (Measures for the Administration of Approval and Filing of Overseas Investment Projects)
Competent Commerce Department: Foreign Investment Approval Certificate (Measures for the Administration of Overseas Investment)
Foreign exchange management department: foreign exchange registration certificate for overseas direct investment (provisions on foreign exchange management of overseas direct investment by domestic institutions)