The New Administrative Measures for Outbound Investment Will Take Effect on December 1 2026
With the development of the Belt and Road Initiative, Chinese enterprises have rapidly expanded their overseas investments and adopted varied investment models. The Measures for the Management of Foreign Investment in Enterprises, issued in 2017 (the “2017 Measures”), can no longer address the range of new issues arising in practice. The Administrative Measures for Outbound Investment (the “2026 Measures”) were adopted on October 15, 2026 and will take effect on December 1, 2026.
The following briefly introduces the new measures by comparing them with the 2017 Measures.
1. Expanded Scope of Applicable Entities
The 2017 Measures apply only to domestic enterprises, including investments made through overseas enterprises they control, but resident individuals and other organizations are excluded. The 2026 Measures adds resident individuals and other organizations. This change implements the requirement to bring individuals within the regulatory framework under the State Council Regulation on Outbound Investment, issued on July 1, 2026. It also means that individuals’ investments for immigration purposes will be subject to regulation.
2. New Chapter on the Protection of Outbound Investment
Articles 50 to 55 of the 2026 Measures set out the National Development and Reform Commission’s (NDRC) role in protecting outbound investment. Broadly, the NDRC may assist investors in responding to improper measures, discriminatory regulation and coercive demands imposed by host countries or regions. This combines regulation with protection and provides a procedural basis for businesses to protect their rights in cross-border disputes and respond to coercive actions by foreign governments.
| Provision | Key Points |
| Article 50 | The NDRC may guide investors in preventing and responding to major risks, protecting China’s overseas interests and investors’ lawful rights and interests. |
| Article 51 | Investors and overseas investee enterprises are required to improve their governance structures and strengthen risk identification, prevention and response. |
| Article 52 | The NDRC may issue risk alerts to investors or other stakeholders. |
| Article 53 | Investors must immediately report major adverse developments through the online system in three specified circumstances. All three concern national interests, national security or foreign relations, for now not involving ordinary commercial transactions. |
| Article 54 | Investors must submit an annual report on their outbound investment. Based on matters disclosed in the report, such as discriminatory measures overseas, the NDRC may take corresponding countermeasures at the investor’s request. |
| Article 55 | If a country or region, or an international organization, violates international law or the basic principles of international relations by imposing discriminatory prohibitions, restrictions or similar measures against China in investment or business operations, the NDRC may take corresponding measures in response. |
3. Approval and Filing for Substantial Preliminary Expenses
Article 34 of the 2026 Measures provides that, where the preliminary expenses needed for an outbound investment are substantial, the investor may apply for approval or filing of those expenses by reference to Articles 12 and 13. Such expenses include performance bonds, guarantee fees, brokerage fees and resource exploration costs. Approved or filed preliminary expenses are included in the amount of Chinese investment.
In past practice, preliminary expenses were generally kept within a 15% limit. However, the 2026 Measures do not define what counts as “substantial.” The provision may address the difficulties faced by special projects whose preliminary expenses exceed that limit. At the same time, some enterprises may seek to move funds overseas under the heading of preliminary expenses. The NDRC and the State Administration of Foreign Exchange (SAFE) may therefore be expected to apply stricter oversight in this area.