Chinese outbound investment approvals for a Dutch subsidiary
A Chinese company that sets up a Dutch private limited company (BV) must complete procedures with two government agencies and its own bank before it can send money out of China. A State Council regulation on outbound investment, in force since 1 July 2026, allows fines for investments made before those procedures are complete. The Dutch company can be prepared while the Chinese procedures are under way, so the capital can follow once the approvals are in place.
Ask about your situationBefore a Chinese company sends capital to a Dutch company, it files with the National Development and Reform Commission (NDRC) or its provincial office. It also files with the Ministry of Commerce (MOFCOM), which issues the Enterprise Overseas Investment Certificate. It then registers the foreign exchange at its own bank under the rules of the State Administration of Foreign Exchange (SAFE). Together these procedures are known as the approvals for outbound direct investment (ODI). For an operating company in the Netherlands, the NDRC and MOFCOM usually ask for a filing, the simpler procedure, and reserve the stricter approval for sensitive countries and industries. A Dutch company set up only to hold investments can count as an investment platform, a sensitive category that requires NDRC approval. Plan the Dutch company as an operating business, or check the category with your Chinese counsel.
The NDRC notice must be in place before the investment starts. The investment starts when the Chinese company provides assets, equity, financing or guarantees to the Dutch company (NDRC Order number 11, Article 32). The Dutch deed can be prepared in parallel, and you agree with your Chinese counsel when to sign it. Since 1 July 2026 a State Council regulation on outbound investment (Order 837) has allowed fines for investments made before the required approval or filing. On 21 August 2026 the NDRC published a draft to replace its 2017 measures, and Order 11 applies until that draft is adopted.
Tell us what you make or sell, where your company is and what you plan in Europe. Our team looks at it and replies with the steps and the dates that apply to you.
Who does what
The Chinese company handles the Chinese filings with its counsel, while we handle the Dutch company and prepare the Dutch documents those filings need. You have one contact for the Dutch side.
Your company
- The investment decision, the amount and the board resolution
- The NDRC and MOFCOM filings, with your Chinese counsel
- The SAFE registration at your Chinese bank
The Dutch company
- Set up the Dutch BV by power of attorney, with the notary
- Dutch documents for the Chinese filings
- Registration with the Dutch Chamber of Commerce (KVK) and in the register of ultimate beneficial owners (UBO register), the value added tax (VAT) number and the bank file
- Bookkeeping, VAT returns and annual accounts
China and the banks
- Chinese counsel for the NDRC and MOFCOM filings
- Your Chinese bank for the foreign exchange registration
- The Dutch bank for the business account
The order of the steps
This order plans the Chinese and the Dutch side together, and your Chinese counsel confirms the Chinese part.
- The Chinese company decides the amount, the Dutch activity and the shareholding. We advise which Dutch set-up suits you and which documents the Chinese filings need from the Dutch side.
- Your Chinese counsel prepares the NDRC filing and the MOFCOM filing, using the draft Dutch documents.
- The notary sets up the BV by power of attorney and signs the deed once all documents are complete and your Chinese counsel confirms. The notary then registers the BV with the KVK and in the UBO register.
- The Dutch bank reviews the file, with the NDRC notice and the MOFCOM certificate as proof of the source of the funds.
- The Chinese bank registers the investment under SAFE rules and transfers the capital to the Dutch account.
- After the investment the parent handles the Chinese reporting, and the BV keeps its Dutch books and files its VAT returns and annual accounts.
The NDRC filing for the investment project
Under the Enterprise Outbound Investment Administrative Measures (NDRC Order number 11, in force since 1 March 2018), sensitive projects need approval from the central NDRC (Article 13). Other projects that the Chinese company makes directly need a filing (Article 14).
A central state-owned enterprise, and a local company investing US$300 million or more, file with the central NDRC. A local company investing less than US$300 million files with the development and reform commission of the province where it is registered (Article 14).
A project counts as sensitive when it involves a sensitive country or a sensitive industry. Sensitive countries are those at war or in civil unrest, those where treaties restrict investment and those that lack diplomatic relations with China. The 2018 list of sensitive industries covers weapons, cross-border water resources and news media. It also covers real estate, hotels, cinemas, entertainment and sports clubs, equity investment funds and investment platforms set up only to hold investments.
The NDRC issues a filing notice within 7 working days of accepting the filing and an approval decision within 20 working days (Articles 31 and 25). Changes of 20% or more, or of US$100 million or more, must be filed before they take place (Article 34).
The overseas investment certificate from MOFCOM
MOFCOM also distinguishes between a filing and an approval, under the Measures for the Administration of Overseas Investment (MOFCOM Order 3 of 2014). Approval applies to sensitive countries, such as countries under United Nations sanctions or countries that lack diplomatic relations with China. It also applies to sensitive industries, such as products and technology with export restrictions (Articles 6 and 7).
A local company files online with the commerce department of its province, which issues the Enterprise Overseas Investment Certificate within 3 working days of a complete filing (Articles 8 and 9). The certificate is valid for 2 years, and the investment must be made within that period (Article 16).
Under Order 3 the company submits the filing form and a copy of its business licence (Article 9). Provincial commerce departments often also ask for the articles of association of the foreign company, the board resolution, a note on the source of the funds and a statement that the documents are true. We prepare the Dutch documents for this file, such as the draft articles of association of the BV.
Tell us what you make or sell, where your company is and what you plan in Europe. Our team looks at it and replies with the steps and the dates that apply to you.
Registration at the bank under SAFE rules
Since 1 June 2015 banks have handled the foreign exchange registration for outbound investment, under the SAFE foreign exchange notice Huifa [2015] number 13. The bank checks the NDRC notice and the MOFCOM certificate, registers the investment and then transfers the capital. It also handles later transfers and the return of profits to China.
Before the investment, the Chinese company can send up to 15% of the planned investment in advance to cover expenses such as the costs of setting up the Dutch company (Huifa [2023] number 28). The company returns to China any of that money left over while the investment is still pending, within the period set in the SAFE guidelines for the capital account.
Reporting in China after the investment
After the investment, the NDRC expects a report on major adverse events within 5 working days and a completion report within 20 working days (Articles 43 and 44). MOFCOM collects annual statistics and business reports, and SAFE requires an annual registration of the investment. Each has a yearly deadline that your bank and your provincial commerce department publish for the current year.
Setting up the Dutch company
A Dutch civil-law notary forms the BV by deed. The minimum share capital is €0.01, and the deed can provide that the shares are paid up later (Dutch Civil Code, Book 2, Article 191). The notary registers the BV and its directors with the Dutch Chamber of Commerce (KVK). It also enters the ultimate beneficial owners, the people who ultimately own or control the company, in the register of beneficial owners (UBO register).
China has applied the Apostille Convention since 7 November 2023. You therefore send Chinese company documents to the Dutch notary with an apostille, the standard certificate that confirms a public document. Dutch banks ask for the articles, the shareholder register and the UBO details, and they use the NDRC notice and the MOFCOM certificate to check where the money comes from.
Under the tax treaty between the Netherlands and China, the Dutch dividend tax on payments to the Chinese parent is at most 5% when the parent directly owns at least 25% of the capital. In other cases it is at most 10% (Article 10). Dutch law can also exempt dividends to a parent company in a treaty country altogether, at a rate of 0%. This applies when the parent’s shareholding would qualify for the participation exemption, the Dutch rule that exempts income from substantial shareholdings. The structure must also meet the anti-abuse test, which targets artificial arrangements (Dividend Tax Act 1965, Article 4(2)).
Sources: NDRC Order number 11 (2017) and the catalogue of sensitive industries (2018); MOFCOM Order 3 (2014); SAFE, Huifa [2015] number 13; Huifa [2023] number 28; State Council Order 837 (2026); tax treaty between the Netherlands and China; Dutch Dividend Tax Act 1965, Article 4; Dutch Civil Code, Book 2, Article 191; Hague Conference on Private International Law (HCCH), status of the Apostille Convention. Checked on 25 September 2026.
Common questions
Ask about your own situation
Tell us about your company in China, the planned investment and the Dutch activity. Our team replies with advice on the Dutch side and on the Dutch documents your Chinese filings need.
Related guides
More for Chinese companies with a Dutch subsidiary.