U.S. ODI Filing Guide Essential Tips Recommendations for a Successful Application

How to Successfully Complete the U.S. ODI Filing Process A Comprehensive Guide and Practical Advice

With the deepening of China’s Going Global strategy, more and more Chinese enterprises are expanding their business through overseas investments. In this process, Overseas Direct Investment ODI filing has become an essential step. For companies planning to invest in the United States, successfully completing the ODI filing is not only a prerequisite for compliance, but also the foundation for smooth progress in subsequent areas such as foreign exchange, taxation, and financing.

This article provides a practical and actionable guide on how to complete the U.S.-bound ODI filing successfully, incorporating recent policy updates and real-world experience.

1. What Is ODI Filing?

ODI filing refers to the administrative procedure that Chinese domestic enterprises must follow when making direct investments abroad-through means such as setting up new entities, mergers and acquisitions, or equity participation-by submitting investment project filings or approvals to relevant authorities, primarily the National Development and Reform Commission NDRC and the Ministry of Commerce MOFCOM.

According to the Administrative Measures for Overseas Investment by Enterprises NDRC Order No. 11, all overseas investment projects must go through the appropriate procedures. For companies targeting the U.S., ODI filing becomes even more critical due to the complex economic relationship between China and the U.S., as well as the rigorous scrutiny mechanisms like the Committee on Foreign Investment in the United States CFIUS.

2. Key Steps in the U.S. ODI Filing Process

1. Preparatory Phase

Before formally submitting the filing application, companies should complete the following

Clarify the investment structure including investor identity, funding sources, ownership ratio, and whether a new entity will be established.

Conduct due diligence especially on legal, financial, and intellectual property aspects of the target company or assets.

Prepare a feasibility study report a key document required by the NDRC, highlighting the project's economic viability, compliance, and risk control measures.

2. Submit Application to NDRC

The NDRC is the core authority responsible for reviewing and approving ODI projects, especially those involving large investments or sensitive sectors.

Applicable scope Projects with Chinese investment below USD 300 million and not involving sensitive countries or industries can proceed under the filing system.

Required documents Project application report, business license, investment agreement, capital proof, due diligence report, etc.

Review period Typically 7-20 working days, depending on the complexity of the project.

3. File with the Ministry of Commerce MOFCOM

After obtaining NDRC approval or filing confirmation, companies must submit an overseas investment filing application to the local commerce authority.

Filing authority Usually provincial-level commerce departments.

Required documents Outbound Investment Filing Form, NDRC filing certificate, company articles of association, cooperation agreements, etc.

Outcome Upon successful filing, the company receives the Overseas Investment Certificate, which is crucial for currency exchange and foreign exchange registration.

4. Additional Procedures

Once both NDRC and MOFCOM filings are completed, further steps include

Foreign exchange registration Required for transferring funds overseas.

Tax-related filings Some companies may need to arrange cross-border tax matters.

CFIUS review if applicable If the investment touches on U.S. national security, proactive CFIUS review must be initiated.

3. Recent Policy Trends and Developments

In recent years, China has been strengthening and refining its oversight over outbound investments. Against the backdrop of Sino-U.S. trade tensions, U.S. scrutiny of Chinese investments has intensified.

1. Streamlined ODI Filing via Digitalization

According to an announcement by the NDRC in May 2025, to facilitate outbound investment, a nationwide digital ODI filing system has been implemented, significantly improving efficiency and reducing paperwork burdens.

2. Tightened CFIUS Scrutiny - Early Planning Becomes Critical

As reported by Bloomberg in June 2025, CFIUS has blocked multiple transactions involving Chinese capital in recent months, particularly in semiconductors, AI, and biotechnology. This highlights the importance of early assessment of potential security risks and integrating CFIUS considerations into the ODI filing process.

3. Crackdown on Fraudulent ODI Activities

In July 2025, the Ministry of Commerce reiterated its commitment to combating fraudulent overseas investments and enhancing post-filing supervision over fund usage. Companies must strictly adhere to their declared plans after filing to avoid violations.

4. Practical Tips for Successful ODI Filing

1. Conduct Thorough Due Diligence and Risk Assessment

Understand the investment target and the host country's legal environment comprehensively. Engage professional lawyers and consultants to ensure legality and long-term viability.

2. Design Investment Structure Carefully and Avoid Sensitive Sectors

For investments in sensitive sectors such as technology, energy, and infrastructure, consider indirect investment methods or joint ventures with local partners to reduce regulatory risks.

3. Ensure Professional and Complete Documentation

ODI filings require not only completeness but also clarity on the project’s necessity and compliance. Hire experienced professionals to draft feasibility reports and application materials to increase approval rates.

4. Monitor Bilateral Policy Changes and Adjust Strategies Promptly

Given the uncertainty in Sino-U.S. relations, closely track policy developments and adjust investment strategies accordingly. For example, if a sector is added to a restricted list, consider postponing the investment or changing the approach.

5. Establish Long-Term Compliance Management

Filing is just the beginning. Post-filing compliance in fund use, tax reporting, and information disclosure is equally important. Consider forming a dedicated compliance team or hiring external advisors to ensure adherence to domestic and international regulations.

5. Conclusion

ODI filing serves as the first major hurdle for Chinese enterprises seeking to invest in the U.S. Although the process is complex and requires extensive documentation, companies that plan ahead, structure their investments carefully, and operate in full compliance with regulations can efficiently complete the filing within a reasonable timeframe.

Amid an increasingly complex global investment landscape, companies must prioritize risk prevention and compliance building to achieve sustainable growth internationally. As Sino-U.S. economic ties evolve and technological competition intensifies, the importance of ODI filing will only grow.

We hope this guide offers valuable insights and practical support for companies currently investing or planning to invest in the U.S., helping you navigate the ODI filing process smoothly and take your business to the next stage of globalization.