Document No. 37 Filing

Against the backdrop of accelerated globalization, Chinese companies’ “going global” has become an inevitable trend. However, the compliance of cross-border investment has always been a key challenge in the process of corporate internationalization. The “Notice on Foreign Exchange Administration of Overseas Investment, Financing and Return Investment by Domestic Residents through Special Purpose Vehicles” (i.e. “Document No. 37”) issued by the State Administration of Foreign Exchange further optimizes the filing process and provides clear guidance for corporate overseas investment.

Core requirements of Document No. 37

According to the latest policy, Document No. 37 mainly targets the compliance management of cross-border investment, financing and return investment by domestic residents (including natural persons and enterprises) through overseas special purpose vehicles (SPVs). Its core requirements include:

Applicable entities: Domestic residents (such as those holding Chinese ID cards, etc.) and domestic institutions established in accordance with the law must comply.

Core scenarios:

Overseas financing and listing: Overseas listing is achieved by building a red chip structure (such as a Cayman company).

Return investment: Overseas SPVs return to China through foreign-invested enterprises (WFOEs), such as the VIE structure controlled by agreement.

Equity incentives: Domestic enterprise employees hold shares of listed entities through overseas SPVs (such as ESOP plans).

Necessity of filing: Failure to file may lead to cross-border blockage of funds, administrative penalties and even legal risks. The new version of the "Guidelines for Capital Project Foreign Exchange Business" in 2024 further strengthens penetrating supervision and requires banks to note the financing layer and return layer information when filing to ensure compliance.

Optimization of the filing process of Document No. 37

The filing process of Document No. 37 has made significant progress in "simplifying procedures and improving efficiency":

Streamlining materials: Information sharing is achieved through digital systems to reduce repeated submissions. For example, companies can upload special purpose company registration documents, domestic equity certificates and other materials through online platforms to avoid the cumbersome process of paper documents.

Popularization of electronic filing: Online application submission has been realized in many places, and applicants can check the progress in real time. For example, companies in Beijing completed filing through the "Beijing Enterprise Credit Information Network", and the process was shortened to 1-3 months.

Transparency of review: Departments clarify the list of materials and reduce vague requirements. For example, domestic residents need to submit the "Business Registration Certificate" as the basis for cross-border funds, and the review standards are clearer.

Fees related to filing of Document No. 37

The fees for filing of Document No. 37 mainly include department filing fees and intermediary service fees, but policy optimization has significantly reduced corporate costs:

Department filing fees: According to the "Notice on Canceling and Suspending the Collection of a Batch of Administrative and Institutional Fees" issued by the Ministry of Finance, some administrative fees have been canceled or suspended, such as customs intellectual property filing fees. There is no fee for filing of Document No. 37 itself, but basic service fees are required for overseas company registration, notarization and certification.

Intermediary service fees: Enterprises can choose professional institutions to assist in handling, and the fees depend on the complexity, usually within tens of thousands of RMB. Through electronic filing and process simplification, the human and time costs of enterprises are greatly reduced.

Why choose NEO?

With its compliance and localization strategy, NEO has become a model for the successful practice of filing of Document No. 37. Its experience provides important reference for other companies:

Compliance first, risk avoidance: NEO strictly follows the requirements of Document No. 37 in its overseas layout, completes the construction of the red chip structure by establishing a Cayman SPV, and realizes return investment through WFOE after overseas financing to ensure compliance of capital flow.

Technological innovation drives growth: NEO cooperates with AutoNavi Maps to develop a dynamic safety warning system, accesses the DeepSeek large model to achieve AI voice interaction, and enhances product competitiveness. Its global vehicle sales in the first quarter increased by 57% year-on-year, confirming the effectiveness of technology investment.

Policy dividends and strategic synergy: NEO's internationalization path is highly consistent with the process optimization of Document No. 37. For example, electronic filing shortens the approval cycle, accelerates capital repatriation, and supports its sales target of 1.3 million to 1.6 million vehicles.

Document No. 37 filing is not only a "compliance pass" for the internationalization of enterprises, but also the starting point for resource integration and strategic upgrading. NEO's practice shows that by accurately grasping policy dividends, strengthening technological innovation and localized operations, enterprises can not only avoid risks, but also achieve high-quality growth in the global market.