Any Chinese mainland resident who directly or indirectly controls an offshore company used for investment or financing — including founders of red-chip structures, individual holders of offshore entities, and those inheriting such structures — should complete Article 37 registration.
Article 37 applies to PRC residents (individuals) who establish or legally control offshore SPVs for investment, financing, or holding purposes. Typical cases: (1) founders of red-chip/pre-IPO structures holding offshore shares; (2) individuals owning BVI/Cayman companies for personal overseas investment; (3) residents who acquired offshore entities through inheritance or gifts; (4) ESOP holders in certain structures. Not required for individuals merely holding overseas securities through brokers, or for QDII-funded investments. Registration must generally occur BEFORE major fund flows; late registration is possible but harder and sometimes requires remediation letters.
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