What is Document 37 Registration? Document 37 Registration Review

Refers to the regulation No. 37 issued by the State Administration of Foreign Exchange on July 14, 2014, which is called "Notice of the State Administration of Foreign Exchange on Foreign Exchange Administration of Overseas Investment and Financing and Round Trip Investment by Domestic Residents through Special Purpose Vehicles". It is mainly aimed at domestic resident individuals who have established companies overseas and will make round trip investments. All domestic resident individuals who meet the above conditions need to register with No. 37.

Business Background
A "special purpose company" refers to a foreign enterprise directly established or indirectly controlled overseas by a domestic resident (including domestic institutions and domestic resident individuals) for the purpose of investment and financing, using domestic enterprise assets or equities legally held by the domestic resident, or foreign assets or equities legally held by the domestic resident.
The first stage of regulatory requirements (ODI stage) refers to the domestic individual, for the purpose of investment and financing, directly establishing or controlling an overseas enterprise overseas with the domestic enterprise assets or interests legally held by the domestic individual, or with the overseas assets or interests legally held by the domestic individual;
The second link (FDI link) refers to the special purpose company completing equity investment in domestic enterprises directly or indirectly through new establishment, capital increase, merger and acquisition, or legal cross-border share swaps between domestic individuals and special purpose companies or their holding overseas enterprises. The foreign exchange bureau (or bank) will not accept the foreign exchange (supplementary) registration of overseas investment by individuals who cannot reasonably prove that they have completed or will complete the above two links in the future.

VIE Structure

Document No. 37 Processing Procedure