境内居民通过特殊目的公司境外投融资及返程投资外汇管理
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哪些情形需要办理37号文登记?
Sou Hu Cai Jing· 2025-06-04 10:20
Core Points - Compliance is a critical principle that companies must strictly adhere to, especially in China where regulatory changes are frequent [1] - The 37th document, issued by the State Administration of Foreign Exchange (SAFE) in 2014, regulates the foreign exchange registration process for domestic residents investing through Special Purpose Vehicles (SPVs) [1] - The 37th document registration is a form of record management for specific types of enterprises or projects, primarily involving limited liability companies and partnerships [1] Applicable Groups - The applicable groups for the 37th document registration include "domestic residents," which consist of domestic institutions and individual residents holding valid Chinese identification [1] Situations Requiring Registration - New project investments, especially in construction or expansion, require 37th document registration to ensure compliance with national economic policies [3] - Changes to project content, such as scale or investment amount, necessitate registration to ensure legal compliance [3] - Certain industries, like energy and environmental sectors, may require additional registration due to their specific nature [3] - Applications for specific licenses or qualifications, such as construction permits, also require corresponding 37th document registration [3] - Significant changes in market policies or economic conditions may necessitate re-registration to align with new regulations [3] Registration Process - The preparation phase involves establishing a domestic equity company and planning a reasonable company structure, including the establishment of an SPV [4] - The establishment and registration phase includes registering an SPV abroad and completing the initial 37th document registration with necessary materials [4] - The operational phase involves using a Wholly Foreign-Owned Enterprise (WOFE) as a return investment vehicle and utilizing the SPV for overseas financing activities [4] - Changes to the SPV's basic information or shares require timely 37th document change registration, and cancellation must follow the proper sequence of deregistering the foreign company first [4]