商务部发布《境外投资管理办法》(09/06/2014)

On Sept. 6, 2014, the Ministry of Commerce (the MOC) released the Measures for the Administration of Outbound Investment (the Measures), which became effective Oct. 6, 2014, replacing the earlier version released by the MOC in 2009 (the 2009 Version).

Compared with the 2009 Version, the Measures introduce several changes to the approval and filing procedures for outbound investments by Chinese enterprises and filing requirements for re-investment of an overseas enterprise invested by Chinese enterprises.

Simplified Approval Requirements

The Measures specify that the MOC and its provincial departments should carry out record-filing administration or approval administration depending on the different circumstances of overseas investments. Overseas investments involving “sensitive countries and regions” or “sensitive industries” are subject to approval, and overseas investments under other circumstances are only subject to record- filing requirements.

“Sensitive countries and regions” refer to (i) countries or regions that do not have diplomatic relations with China; and/or (ii) countries or regions under the United Nations’ sanctions. When necessary, the MOC may separately announce the list of countries and regions for approval administration under the Measures.

“Sensitive industries” refer to (i) industries involving export of restricted products and technologies, and/or (ii) industries affecting the interests of at least one country or region.

Shortened Filing Timeline

The Measures provide that  the MOC and  its provincial  departments should issue the Certificate of Outbound Investment (the voucher for Chinese enterprises being filed or approved for outbound investments) for those outbound investments subject to record-filing within three days upon receipt of a standard Filing Form provided that the following conditions should be met before issuance of such certificate: (1) the Filing Form is true, complete and meets the statutory form; and (2) the proposed outbound investments will not (a) harm the sovereignty and security of China and public interests, or violate Chinese laws or regulations; (b) damage the relation between China and a relevant country (region); (c) violate the international treaty or convention concluded with other countries by China; or (d) engage in exporting of products or technologies which are forbidden to be exported out of China.

New Provisions on Overseas Re-investment

The Measures propose a new provision relating to overseas re-investment. It provides that the overseas re-investment of an overseas enterprise, invested in by a Chinese enterprise, should be reported to MOC or its provincial departments after the overseas legal procedures (such as legal formalities for establishing an overseas entity) are completed.

Conclusion

The  changes  provided  by  the  Measures  will  facilitate  outbound  investment  projects  by  eliminating approval requirements in most circumstances and improving the efficiency of the filing procedures.

  • Measures for Administration of Overseas Investment
  • -《境外投资管理办法》
  • Issuing authority: the Ministry of Commerce
  • Date of issuance: Sept. 6, 2014 / Effective date: Oct. 6, 2014