Introduction
On August 21, 2026, the National Development and Reform Commission (“NDRC”) released the Measures on Outbound Investment (Draft for Public Comments) (the“Draft Measures”) for public consultation. The deadline for submitting comments is September 20, 2026.
Notably, on July 1, 2026, the State Council issued the Provisions of the State Council on Outbound Investment (State Council Order No. 837, “State Council Order No. 837”), which took effect on the same day. For further details, please refer to our previous article on State Council Order No. 837 (link). Following the implementation of State Council Order No. 837, the Draft Measures revise the existing Measures for the Administration of Overseas Investment by Enterprises (NDRC Order No. 11, “NDRC Order No. 11”) as supporting rules to further refine the regulatory requirements for outbound investment.
Overall, the Draft Measures retain the basic framework of NDRC Order No. 11, under which outbound investments are classified as sensitive or non-sensitive and subject to approval or filing requirements accordingly. At the same time, the Draft Measures further strengthen full-cycle regulation of outbound investment. In addition to determining whether approval or filing is required, enterprises should also pay attention to ongoing compliance obligations during investment implementation, overseas operations and subsequent management.
Investment Scope, Approval and Filing
The Draft Measures generally retain the basic framework of NDRC Order No. 11. Sensitive outbound investments remain subject to approval, while non-sensitive direct investments remain subject to filing. The basic approval and filing procedures therefore remain largely unchanged.
The Draft Measures further refine the filing and material change procedures, including introducing “regular review” and extending the filing period in certain circumstances. Where a material change occurs, enterprises should not only submit an application for the change in a timely manner, but also ensure that the relevant procedures have been completed before implementing the change.
In addition, the Draft Measures further clarify the regulatory boundary between investments in financial markets and outbound direct investments. In principle, investments made through channels such as Qualified Domestic Institutional Investors (QDII), Stock Connect and Cross-border Wealth Management Connect are not subject to the approval, filing or reporting requirements for outbound investment, except where specified circumstances, such as obtaining control, apply. Meanwhile, the Draft Measures include domestic enterprises, other organizations and resident individuals within the scope of investors, and bring indirect investments within the regulatory scope. For complex overseas structures, enterprises should determine whether the relevant regulatory requirements apply based on the control relationship and the actual investment arrangements.
Reporting Mechanism Covering the Full Investment Cycle
The Draft Measures further improve the information reporting regime for outbound investment, extending reporting obligations to the stages before implementation, during implementation, and upon completion or termination of an investment. In particular, the reporting requirements for overseas reinvestment have been expanded, with the monetary threshold under NDRC Order No. 11 removed. In principle, non-sensitive investments made through controlled overseas enterprises or other organizations will be subject to a reporting requirement before implementation.
The Draft Measures also introduce reporting requirements for preliminary work. For investments involving a Chinese investment amount of USD 100 million or more, or matters concerning China’s diplomatic relations with relevant countries, investors are required to submit a report before carrying out important preliminary work. Relevant reporting is also required upon completion or termination of an investment, further extending regulatory oversight to the exit stage.
Overall, the reporting requirements under the Draft Measures are more comprehensive. Enterprises should no longer view outbound investment compliance as a “one-time” matter following approval or filing, but should establish an ongoing reporting mechanism covering preliminary preparations, investment implementation, overseas reinvestment and project exit.
Risk Management for Overseas Investment
The Draft Measures further strengthen requirements for investors and their controlled overseas enterprises to manage risks arising from overseas operations, including corporate governance, internal controls, compliance management and risk identification. The scope of reportable material adverse circumstances has also been expanded, while the reporting timeline is changed from “in a timely manner” under NDRC Order No. 11 to “immediately.”
In addition to traditional circumstances such as casualties and significant asset losses, the Draft Measures also cover circumstances where a foreign party requires the provision of technology or data, or requires the transfer or disposal of relevant assets or rights, which may threaten or prejudice China’s national interests or national security. Enterprises with significant technology, data or overseas assets should therefore pay particular attention to whether such circumstances trigger domestic reporting obligations.
The Draft Measures also further improve the mechanism for protecting overseas investment rights and interests. Where an investor’s investment rights and interests are adversely affected by discriminatory measures or unreasonable deprivation or restrictions imposed overseas, the investor may report the matter to the NDRC through the relevant mechanism. Enterprises should therefore establish appropriate risk identification and internal reporting mechanisms while strengthening risk management for overseas operations.
Further Strengthening of Liability for Violations
The Draft Measures further specify the liability measures applicable to violations relating to outbound investment. Investors may face orders to cease the relevant activities, dispose of relevant assets or rights, confiscation of illegal gains and fines for, among other things, failure to obtain required approval or complete required filing, making prohibited investments, or conducting outbound investment through fraud or bribery. In serious cases, investors may also be restricted from making outbound investments or have their approval or filing applications rejected.
The Draft Measures also clarify the compliance responsibilities of financial institutions and professional service providers in connection with outbound investment. Where required approval, filing or overseas reinvestment reporting has not been completed, relevant financial institutions and professional service providers may also face liability if they improperly participate in such activities or provide services while knowing or should have known of the relevant violations. Accordingly, compliance responsibilities for outbound investment are further extended beyond investors to relevant service providers.
Key Takeaways: Bringing Outbound Investment Compliance Forward and Across the Full Investment Cycle
Overall, the Draft Measures do not fundamentally change the basic approval and filing framework for outbound investment, but further refine regulatory requirements relating to the scope of investors, identification of investment structures, information reporting, overseas operational risks and legal liabilities.
For enterprises, outbound investment compliance should no longer focus solely on whether an investment project has obtained the required approval or completed the required filing. Compliance considerations should be incorporated into transaction structuring from an early stage and continue throughout investment implementation, overseas operations and exit. Enterprises should assess applicable regulatory requirements based on the investment structure and control relationships, and incorporate approval, filing, material change and reporting requirements into project planning.
The Draft Measures are currently subject to public consultation, and the final rules and supporting regulations may be subject to further adjustment. Enterprises should continue to monitor the final rules and subsequent regulatory guidance and adjust their outbound investment compliance arrangements accordingly.
