ODI compliance in 2026: what changed at NDRC, MOFCOM, and SAFE

2026 ODI Regulatory Updates

Since 2026, China's outbound direct investment (ODI) regulatory framework has undergone a new round of adjustments. The National Development and Reform Commission (NDRC), Ministry of Commerce (MOFCOM), and State Administration of Foreign Exchange (SAFE) have successively issued policy documents revising key areas such as the sensitive industry list, filing thresholds, and post-investment reporting obligations. For Chinese enterprises planning to expand overseas, accurately understanding these changes is the first step toward compliant investment.

Overall, the policy tone in 2026 reflects a combination of easing and tightening: on one hand, outbound investments in encouraged sectors such as infrastructure, new energy, and advanced manufacturing are subject to further streamlined procedures; on the other hand, scrutiny of restricted sectors such as real estate, hotels, entertainment, and sports clubs has been significantly tightened.

NDRC: Expansion of Sensitive Industry List

In the updated Catalogue of Sensitive Industries for Overseas Investment released by NDRC in early 2026, cross-border data transmission, AI algorithm exports, and overseas mergers and acquisitions involving critical mineral resources have been included in the sensitive project management regime. This means that related investments, regardless of amount, must go through the approval process rather than the filing process.

In addition, the threshold for identifying "large non-core investments" has been adjusted. The previous boundary of USD 300 million has been lowered to USD 100 million in the 2026 guidelines, with greater emphasis on the relevance between the investment direction and the enterprise's core business. For diversified enterprise groups, clearly defining "core" versus "non-core" business has become a new compliance challenge.

MOFCOM: Digital Upgrade of Filing System

In the second quarter of 2026, MOFCOM launched the new Overseas Investment Management Information System 3.0, achieving data interconnectivity with systems for industry and commerce, taxation, customs, and foreign exchange. The biggest change brought by the new system is that after enterprises submit filing applications, the system automatically conducts multi-dimensional cross-verification, significantly shortening the preliminary review time.

At the same time, MOFCOM has strengthened scrutiny of "shell companies" and "round-trip investments." For SPVs established overseas without actual business operations, or enterprises with obvious round-trip investment structures, the filing approval rate has noticeably declined. Enterprises need to provide more detailed business plans, fund source explanations, and ultimate beneficiary information in their application materials.

SAFE: Optimization of Fund Remittance Procedures

The Cross-Border Investment Fund Remittance Facilitation Pilot launched by SAFE in 2026 has been implemented in multiple pilot free trade zones. Eligible high-quality enterprises can directly handle fund remittances at banks with the Overseas Direct Investment Foreign Exchange Registration Certificate, without the need for case-by-case pre-approval.

However, facilitation does not mean relaxation of supervision. SAFE implements dynamic monitoring of enterprises' cross-border capital flows through a dual-track mechanism of macro-prudential and micro-supervision. Once abnormal transaction patterns are detected, such as frequent large-sum fund transfers or fund usage inconsistent with the filed purposes, key inspections will be triggered.

Enterprise Response Strategies

• Introduce professional ODI compliance advisors at the investment decision stage to identify sensitive industry risks in advance

• Establish a comprehensive overseas investment document management system to ensure all files are traceable and verifiable

• Closely monitor policy updates from regulatory authorities and adjust investment structures and timelines accordingly

• For complex projects involving multi-agency approvals, develop detailed project management plans and contingency plans

ODI compliance is a systematic endeavor involving multiple dimensions including law, taxation, foreign exchange, and industry regulation. Against the backdrop of an evolving regulatory environment, enterprises can only achieve steady progress in their overseas expansion by establishing normalized compliance management mechanisms.