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A specialist guide for individual founders and investors setting up offshore SPVs under SAFE's 2014 Notice No. 37 (国发〔2014〕37号): registration obligation, documented exemption paths, and the safe-conduct boundary with corporate ODI.
Each whitepaper consolidates decades of compliance advisory into an actionable, navigable reference.
Chinese-resident individuals with offshore SPVs (BVI / Cayman) holding assets or equity in PRC entities, including red-chip founders and family-office settlors.
Local SAFE branch window, document package (incorporation, valuation, equity map), system forms, foreign-exchange registration for capital-injection.
Article 37 covers individual-SPV scenarios, ODI covers corporate-investment scenarios. Simultaneous filing is often required for VIE / red-chip structures.
Founders setting up offshore SPVs (VIE / red-chip / family-office), angel investors with offshore holdings, and PRC residents inheriting offshore equity.
A suggested sequence that takes you from foundational concepts to operational execution.
Identify whether the offshore SPV already holds (or intends to hold) PRC operating equity. Pre-investment vs post-investment registration.
Identity documents, SPV incorporation, valuation report, equity map of PRC operating company, founder personal asset declaration.
Local provincial SAFE branch, 20 working days for non-sensitive. Output: foreign-exchange registration certificate (外汇登记证).
Capital injection record-keeping, equity change reporting, exit (red-chip listing / share repurchase) reporting under Annex of SAFE 37.
This whitepaper is an overview. For your specific transaction, structure, or filing need, our team provides a personalised advisory engagement.
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