I. Who need to report

Foreign-invested enterprises are required to report information when, in their own name, they establish enterprises within China through investment, increase capital in invested enterprises, or acquire equity from investors in those enterprises. Multi-layer investments are excluded.

II. What to report

The following information must be filled out: the name of the invested enterprise, the unified social credit code, paid-in registered capital, investment amount, date of investment, and capital source.

III. How to submit the information

FIEs registered in Shanghai shall submit initial and change reports to the commerce authorities through the Shanghai Online Business Registration (Foreign Investment Information Reporting) platform.

For more details, please refer to the Q&A guide:

Q1. Are approval or filing procedures still required for establishing or altering FIEs?

No. Under the Foreign Investment Law of the People's Republic of China, from Jan 1, 2020, the establishment and alteration of FIEs no longer require approval or filing with the commerce authorities. The authorities no longer issue approval or filing documents.

Q2. What is foreign investment information reporting?

According to the Measures for Reporting Foreign Investment Information, foreign investors and FIEs shall submit investment information to the commerce authorities through the enterprise registration system and the National Enterprise Credit Information Publicity System from Jan 1, 2020.

Q3. What does the pilot program involve?

As part of a national pilot program, reinvestment reporting has been added to the existing initial and change reporting framework under the foreign investment information reporting system.

Q4. Which entities shall submit reports?

(1) Companies established in China directly by foreign investors through investment.

(2) Partnership enterprises established in China directly by foreign investors through investment.

(3) Foreign enterprises engaged in production and operational activities within China.

(4) Resident representative offices of foreign enterprises from overseas regions engaged in production and operational activities within China.

(5) Enterprises established through reinvestment by foreign-invested investment companies, venture capital enterprises, and investment-oriented partnership enterprises.

(6) Under the pilot program, FIEs, in their own name, establish enterprises within China through investment, increase capital in existing invested enterprises, or acquire equity from investors of invested enterprises. Multi-layer investments are excluded.

Branch companies, branch offices, and representative offices of FIEs are not required to submit reports.

Note: Investors from Hong Kong and Macao special administrative regions, and the Taiwan region, as well as Chinese citizens residing abroad, shall report investment information in accordance with the Measures for Reporting Foreign Investment Information.

Q5. What information must be reported?

(1) Information that FIEs must report includes:

• Basic enterprise information
• Information on investors and actual controllers
• Investment transaction information

(2) Under the pilot program, FIEs must report information on their domestic investment, including:

• Invested enterprise name
• Unified social credit code
• Paid-in registered capital
• Actual investment amount
• Actual investment date
• Capital source

Note: A basic information form for domestic investment by FIEs must be filled out. Please pay attention to the annotations on the form:

• FIEs must complete the form when, in their own name, they establish enterprises within China through investment, increase capital in invested enterprises, or acquire equity from investors of invested enterprises. Multi-layer investments are excluded.
• The actual investment amount includes the paid-up registered capital of the invested enterprise by the FIE, the premium on capital increase in the invested enterprise, and the purchase price for acquiring equity from investors in the invested enterprise. For example, when establishing an enterprise through investment or increasing capital in an invested enterprise, the amounts recorded as paid-in capital and capital reserves of the invested enterprise must be filled out. When purchasing equity from investors of domestic enterprises, the actual transaction price paid by the FIE must be filled out.
• The investment date refers to the day when the capital for investment is paid-in.

Q6. When should foreign investment information reports be submitted?

From Jan 1, 2020, FIEs are required to submit an initial report through the enterprise registration system when applying for establishment registration.

If any information in the initial report changes:

(1) Where a change of registration (filing) is involved, a change report shall be submitted through the enterprise registration system when handling a change of enterprise registration (filing).

(2) Otherwise, a change report shall be submitted through the system within 20 working days after the change occurs.

From July 1, 2025, FIEs engaging in domestic reinvestment shall also report relevant information on such reinvestment through the reporting system.

Q7. How can enterprises submit reports?

(1) Reports may be submitted through the enterprise registration or alteration process.

When applying online for establishment registration, a dedicated reporting module is available at the final step. Tap "Submit information for the report of foreign investment" on the reporting page.

When applying for changes (filing), inter-district relocation, or inter-provincial relocation registration, FIEs can choose to simultaneously submit the foreign investment information report during this process.

(2) Enterprises may submit reports via the Shanghai Online Business Registration (Foreign Investment Information Reporting) platform by choosing the appropriate reporting entry.

Where an enterprise applies for establishment registration through an onsite service window without completing the registration application online, foreign investment information reporting may be completed by selecting the "Establishment" entry upon obtaining the unified application number provided at the service window by the registration authority.

Business entities already registered in Shanghai shall choose the "Alteration/Modification" entry when updating, adding, or correcting investment information.

For enterprises involved in relocation from other provinces or municipalities, foreign investment information reporting shall be completed after the relocation (change) registration has been finalized by selecting the "Inter-provincial relocation" entry.

Q8. Do change reports require all information to be re-entered?

No. Only the items that have been changed need to be updated.

However, enterprises should note that changes to certain items may trigger corresponding updates to related information. For example, a change in investors may require information updates involving the sources of capital, investor classification, or actual controllers.

Q9. What are the legal consequences of failing to submit reports as required?

If a foreign investor or FIE does not submit information as required under the Measures for Reporting Foreign Investment Information or fails to make corrections after notification by the commerce authorities, it will be ordered to comply within 20 working days.

Failure to complete rectification within the specific period may result in fines of no less than 100,000 yuan ($14,478) and no more than 300,000 yuan.

For the above failures, including the following circumstances listed below, fines of no less than 300,000 yuan and no more than 500,000 yuan may be imposed:

(1) Deliberately evading reporting obligations or providing false or misleading information.

(2) Submitting incorrect key industry-related information involving the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition), investors of enterprises, and actual controllers.

(3) Repeated violations within two years after receiving an administrative penalty for failing to submit investment information as required.

(4) Other serious circumstances determined by the commerce authorities.

 

Source: Shanghai Municipal Commission of Commerce