2026-11-06
Understanding the New Changes in the Measures for the Administration of Outbound Investment
Author：Jiang Chutian
Introduction
On 22 October 2026, the National Development and Reform Commission (NDRC) promulgated the Measures for the Administration of Outbound Investment (hereinafter referred to as “Decree No. 49” or the “New Measures”), which shall come into force on 1 December 2026. As a supporting ministerial regulation under the Provisions of the State Council on Outbound Investment that took effect on 1 July 2026, the New Measures will supersede the Measures for the Administration of Outbound Investment by Enterprises (hereinafter referred to as “Decree No. 11” or the “Original Measures”), which was implemented in 2018.
The transition between the old and new measures marks a full overhaul of the NDRC’s regulatory regime governing outbound investment. This article intends to sort out the major changes from three dimensions: regulated entities, information reporting, and legal liabilities, and highlight key compliance points that merit attention after the New Measures enter into force.
01 Regulated Subjects: from “Enterprises” to “Investors”
(I) Comparison of Provisions
| Main Content | New Measures (Decree No. 49) | Old Measures (Decree No. 11) | Core Changes |
|---|---|---|---|
| Applicable Subjects | Article 2. The term “investor” as used in these Measures includes domestic enterprises, other organizations and resident individuals. | Article 2 defines outbound investment as investment by enterprises within the territory of the People’s Republic of China… Article 63 stipulates that these Measures shall not apply to direct outbound investment by domestic natural persons. | The scope of applicable subjects is expanded from enterprises to enterprises, other organizations and resident individuals. Direct outbound investment by natural persons is brought into the regulatory framework for the first time. |
| Definition of Outbound Investment | Article 2. Outbound investment as defined in these Measures refers to … activities. Re-investment by investors overseas constitutes outbound investment under these Measures. | Reporting obligations were only imposed for large non-sensitive overseas re-investment with a Chinese investment amount of USD 300 million or above; such re-investment was not fully regulated. | Overseas re-investment is fully brought under regulation, and the USD 300 million monetary threshold is abolished. Regulatory coverage is extended from “project-based management” to full-caliber investment activity management. |
| Filing Authority | Article 13. Where an investor is another organization, the provisions applicable to enterprises shall apply mutatis mutandis. Where an investor is a resident individual, the filing authority shall be the development and reform department of the provincial people’s government at the investor’s registered permanent residence or habitual residence. | Article 14. Central SOEs shall complete filing with the NDRC. For local enterprises, projects with a Chinese investment amount of USD 300 million or above shall be filed with the NDRC, and those below USD 300 million with the provincial development and reform department at the place of registration. | Filing jurisdiction is extended to cover other organizations and resident individuals. |
| Investment in Overseas Financial Markets | Article 73. Investment in overseas financial markets through qualified domestic institutional investors (QDII), Stock Connect (Hong Kong), Cross-border Wealth Management Connect and other channels shall not be subject to approval, filing or reporting requirements; except where the investor obtains control over the invested enterprise, or holds shares or voting rights, alone or together with persons acting in concert, at an integer multiple of 10%. | No corresponding provision. | New exemption rule for securities investment, which avoids case-by-case assessment, subject to exceptions for acquisition of control and 10% integer-multiple shareholding thresholds. |
| Recognition Principle | Article 71. Recognition of investors, outbound investment, control, Chinese investment amount and other matters shall follow the principle of substance over form. | No corresponding provision. | The principle of substance over form for look-through recognition is explicitly established for the first time in an NDRC ministerial regulation. |
(II) Key Takeaways
- Resident individuals are explicitly recognised as outbound investment subjectsPreviously, outbound investment by domestic resident individuals was mainly governed by the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration of Domestic Residents’ Overseas Financing, Investment and Round-trip Investment through Special Purpose Companies (hereinafter “Circular 37”). Circular 37 has limited scope: it only regulates foreign exchange registration for domestic residents conducting overseas financing, investment and round-trip investment via offshore special purpose companies, and does not cover NDRC project-level supervision for direct overseas investment by natural persons. The New Measures explicitly include individuals within the scope of investors and specify that their filing authority is the provincial development and reform department at their registered permanent residence or habitual residence.
Important note: These Measures only govern project-level approval, filing and reporting requirements and do not alter the existing foreign exchange regulatory regime. Foreign exchange settlement and sale for resident individuals’ outbound investment shall still comply with relevant SAFE rules.
- Overseas re-investment and round-trip investment are explicitly brought under supervisionThe New Measures fully bring overseas re-investment into regulation, remove the former USD 300 million threshold, and impose a standalone reporting obligation for overseas re-investment. It also clarifies that round-trip investment conducted by investors through controlled overseas enterprises or other organisations (e.g. investment via multi-layer offshore structures) shall likewise submit re-investment reports by reference to the above provisions.
- Exemptions operate alongside look-through scrutinyOn one hand, the New Measures grant exemptions for securities investment activities in overseas financial markets via standardised channels including QDII, Stock Connect and Cross-border Wealth Management Connect. On the other hand, it enshrines the substance-over-form look-through principle. Common arrangements previously used to circumvent approval, filing and reporting obligations, such as variable interest entities, family trusts and multi-layer nested structures, will now be subject to look-through review.
02 Information Reporting Regime: Forward-looking and Regularised Reporting Obligations
(I) Comparison of Provisions
| Main Content | New Measures (Decree No. 49) | Old Measures (Decree No. 11) | Core Changes |
|---|---|---|---|
| Overseas Re-investment Report | Article 14. Non-sensitive outbound investment carried out by an investor through its controlled overseas enterprises or other organisations shall be reported via the online system 10 working days prior to implementation. Round-trip investment shall be reported mutatis mutandis. | Article 42. Where an investment subject carries out a large non-sensitive project through its controlled overseas enterprise, it shall submit a large non-sensitive project information report form via the online system before project implementation to notify the NDRC. A large non-sensitive project means a non-sensitive project with a Chinese investment amount of USD 300 million or above. | Pre-implementation reporting for overseas re-investment is no longer tied to the Chinese investment amount threshold; round-trip investment is also required to submit an overseas re-investment report. |
| Preliminary Work Report | Article 41. For outbound investment falling under either of the following circumstances, the investor shall submit a preliminary work report via the online system 10 working days before commencing key preliminary work (making investment commitments to foreign governments, signing investment agreements or similar documents, or other preliminary work that may affect China’s diplomatic relations with relevant countries) to inform the development and reform authorities: (1) Chinese investment amount of USD 100 million or above; (2) Involving China’s diplomatic relations with relevant countries. | No corresponding provision. | New preliminary work reporting obligation; reporting trigger is moved forward to 10 working days before key preliminary steps including making investment commitments and signing agreements, covering the entire pre-signing negotiation phase. |
| Annual Report | Article 54. Investors shall submit an annual outbound investment information report via the online system by 30 June each year, disclosing outbound investment information as of the end of the preceding year to development and reform authorities. | No corresponding provision. | New recurring annual reporting obligation. |
| Completion and Termination Report | Article 42. For outbound investment subject to approval, filing or overseas re-investment reporting, the investor shall submit a completion or termination report via the online system within 10 working days from the date of completion or termination of the investment. | Article 44. For projects within approval or filing scope, the investment subject shall submit a project completion report form via the online system within 20 working days after project completion. The template is issued by the NDRC. | The deadline for completion reports is shortened from 20 to 10 working days; a new termination report requirement is added. |
| Material Adverse Event Report | Article 53. During the existence of outbound investment and the assets and rights generated therefrom, where any of the following occurs, the investor shall immediately submit a material adverse event report via the online system: (1) Major casualties of dispatched personnel, substantial loss of overseas assets, harm to China’s diplomatic relations with relevant countries, etc.; (2) Foreign parties requesting provision of technology, data or otherwise threatening or prejudicing national interests and national security; (3) Foreign parties requesting transfer or disposal of assets or rights related to the outbound investment, threatening or prejudicing national interests and national security. | Article 43. Where material adverse events occur during outbound investment including major casualties of dispatched personnel, substantial loss of overseas assets or harm to China’s diplomatic relations, the investment subject shall submit a material adverse event report form via the online system within 5 working days. | The reporting deadline for material adverse events is changed from “within 5 working days” to immediate reporting with no fixed grace period; new reportable scenarios covering technology/data security and asset disposal threatening national interests are added, aligning with current national security supervision. |
| Reporting Standards and Rectification | Article 44. Investors shall submit outbound investment information in accordance with the principles of truthfulness, accuracy, completeness and timeliness… Where an investor identifies failure to report, misreporting or omission, it shall promptly supplement or correct the submission. | Article 48. Investment subjects shall be responsible for the truthfulness, legality and completeness of all documents submitted online or offline, and shall not make false or misleading statements or material omissions. | Timeliness is expressly added to reporting standards; obligations to supplement and correct filings are introduced. |
(II) Key Takeaways
- End-to-end coverage of the information reporting regimeBuilding on the existing reporting obligations under Decree No.11 (large re-investment report, completion report, material adverse event report), the New Measures add preliminary work reports and annual reports. It creates a standalone section for outbound investment information reporting covering the full lifecycle of outbound investment and systematises reporting obligations.
- Tighter time limits for filingsThe completion report deadline is shortened from 20 working days to 10 working days, and termination reporting is newly required. Material adverse event reports must be filed immediately instead of within 5 working days. Besides truthfulness, accuracy and completeness, timeliness is now an express reporting standard with supplementary correction obligations. It is worth noting that compared with the consultation draft, two timeline adjustments were made in the final version: the overseas re-investment report timeline was reduced from 20 working days to 10 working days, and the annual report deadline was postponed from 31 March to 30 June each year.
03 Substantially Strengthened Legal Liabilities: Penalties Tied to Investment Amount, New Qualification Penalties
(I) Comparison of Provisions
| Main Content | New Measures (Decree No. 49) | Old Measures (Decree No. 11) | Core Changes |
|---|---|---|---|
| Failure to complete approval / filing formalities | Article 60. Where an investor fails to complete required approval or filing formalities, or applies for approval or filing by submitting false materials or concealing facts, the approval/filing authority may reject the application or deny approval/filing, order rectification, confiscate illegal gains and impose a fine of 0.1‰ to 0.5‰ of the Chinese investment amount. If rectification is refused, the authority may order suspension of the investment, order disposal of shares and assets within a time limit, and impose a fine of 0.5‰ to 1‰ of the Chinese investment amount. Persons-in-charge and other directly liable individuals shall be fined RMB 20,000 to 50,000. Where a criminal offence is constituted, criminal liability shall be pursued in accordance with law. | Article 53. Where an investment subject carries out any of the following acts for projects subject to approval or filing, the authority shall order suspension or cessation and rectification within a time limit, and issue a warning to the investment subject and relevant liable persons. Criminal liability applies where a crime is constituted: (1) Commencing implementation without approval document or filing notice; (2) Implementing changes requiring approval/filing without prior consent. | Sanctions are upgraded from warnings to confiscation of illegal gains and proportionate fines calculated on the investment amount; dual liability applies to both entity and responsible individuals. |
| Investment in Prohibited Outbound Investment | Article 59. Where an investor conducts outbound investment prohibited by the State, the NDRC shall order cessation of the investment, order disposal of shares and assets within a time limit and confiscate illegal gains. For non-compliance, a fine of 0.5‰ to 1‰ of the Chinese investment amount shall be imposed. Persons-in-charge and other directly liable individuals shall be fined RMB 50,000 to 100,000. Criminal liability applies where a crime is constituted. | The old text only contained a general provision that prohibited overseas investment projects shall not be implemented, without a standalone penalty clause. | A standalone complete penalty regime for prohibited outbound investment, with rules for cessation, mandatory divestment, confiscation of illegal gains and tiered fines. |
| Obtaining approval/filing by improper means | Article 61. Where an investor obtains outbound investment approval or filing by bribery, fraud or other improper means, the authority shall revoke the approval document or filing notice, confiscate illegal gains and impose a fine of 0.1‰ to 0.5‰ of the Chinese investment amount. Where investment has already been made, the authority shall order cessation and mandatory disposal of shares and assets within a time limit, and impose a fine of 0.5‰ to 1‰ of the Chinese investment amount. Persons-in-charge and other directly liable individuals shall be fined RMB 20,000 to 50,000. Criminal liability applies where a crime is constituted. | Article 52. Where an investment subject obtains approval or filing by fraud, bribery or other improper means, the authority shall revoke the document and issue a warning to the subject and principal responsible persons. Criminal liability applies where a crime is constituted. | Legal liabilities are significantly increased. |
| Qualification Penalties | Article 62. From the effective date of a penalty decision under Articles 59, 60 and 61, the approval/filing authority may decline to accept approval or filing applications submitted by the violator for up to three years, or prohibit the violator from engaging in outbound investment activities for a period of not less than one year and not more than three years. | No corresponding provision. | Two new categories of qualification penalties are introduced: suspension of acceptance of applications and debarment from outbound investment activities, substantially increasing deterrence. |
| Liability of Professional Service Providers | Article 48. Professional service institutions providing services or issuing documents for investors shall abide by laws and regulations, perform duties diligently, comply with practice norms and regulatory rules, and ensure no concealment, false records, misleading statements or material omissions in documents produced or issued. Article 67. Where a professional service institution commits any of the following acts, the development and reform department shall circulate notice of the violation and consult relevant regulators to impose regulatory measures in accordance with laws and regulations: (1) Providing services or issuing documents knowing or ought to know that the investor is in breach of these Measures; (2) Reports, opinions, certificates or other documents produced or issued contain concealment, false records, misleading statements or material omissions. | No corresponding provision. | Professional service providers are brought into the NDRC outbound investment regulatory system for the first time, reinforcing the gatekeeper duty of diligence. |
(II) Key Takeaways
- Heavier sanctions, fines linked to investment sizeSanctions under Chapter V of the Old Measures were limited mainly to warnings and orders to suspend or stop implementation, with no pecuniary penalties. The New Measures establish a fine framework calculated by reference to the Chinese investment amount, so compliance risk rises linearly with project scale, and formal dual liability for entities and individuals is introduced.
- New qualification penaltiesUnder the New Measures, after a penalty decision takes effect, regulators may either refuse to accept the violator’s approval/filing applications for up to three years, or bar the violator from outbound investment activities for one to three years. The two qualification penalties are alternative, not cumulative. This will directly affect the violator’s ability to submit applications and conduct outbound investment business going forward.
- Liability scope extended to professional service providersThe New Measures set clear requirements for professional service institutions to comply with law, act diligently and issue proper documentation. The capital-market “gatekeeper” supervision concept is extended to outbound investment. The truthfulness and compliance of professional opinions issued by financial advisors, valuation firms, law firms, accounting firms, consulting companies and other intermediaries will be subject to regulatory scrutiny, with coordinated disciplinary action by industry regulators for violations.
Conclusion
While retaining the tiered and classified regulatory model of Decree No.11, the New Measures refine detailed rules and adjust the overall regulatory logic governing outbound investment in multiple respects. It expands applicable subjects to cover resident individuals for full coverage of regulated parties; builds a full-lifecycle reporting system to enable dynamic oversight over the whole project lifecycle; and significantly strengthens enforcement by establishing a liability regime combining pecuniary penalties, qualification penalties and dual liability. We will continue to monitor subsequent legislative developments, including supporting standard forms and FAQs, and provide professional policy interpretation and end-to-end legal services to support investors going global.
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