Chinese outbound investment approvals for a Dutch subsidiary
A Chinese company that sets up a Dutch BV completes three Chinese steps before money can leave China. This page explains the steps, the changes of 2026, and how the Dutch side fits around them.
Ask about your situationBefore a Chinese company sends capital to a Dutch company, it completes three steps in China: a filing with the National Development and Reform Commission (NDRC) or its provincial office, a filing with the Ministry of Commerce (MOFCOM) that gives the Enterprise Overseas Investment Certificate, and a foreign exchange registration at its bank under the rules of the State Administration of Foreign Exchange (SAFE). Together these steps are called outbound direct investment (ODI).
For an operating company in the Netherlands, NDRC and MOFCOM usually ask for a filing, the lighter track. Approval, the heavier track, is for sensitive countries and industries. A Dutch company set up only to hold investments can count as an investment platform, a sensitive category that needs 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: before assets, equity, financing or guarantees go to the Dutch company (NDRC Order No. 11, Article 32). The Dutch deed can be prepared in parallel. Agree with your Chinese counsel when to sign it.
Since 1 July 2026 China has a State Council regulation on outbound investment (Order No. 837), with fines for investments made before the required approval or filing. The NDRC published a draft to replace its 2017 measures on 21 August 2026; until that draft is adopted, Order No. 11 applies.
Step 1: NDRC, the investment project
The Enterprise Outbound Investment Administrative Measures (NDRC Order No. 11, in force since 1 March 2018) have two tracks. 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).
Sensitive means a sensitive country or a sensitive industry. Sensitive countries are those in war or civil unrest, those where treaties restrict investment, and those that lack diplomatic relations with China. The list of sensitive industries of 2018 includes weapons, cross-border water resources and news media, and also real estate, hotels, cinemas, entertainment, sports clubs, and equity investment funds or investment platforms set up only to hold investments.
The NDRC gives a filing notice within 7 working days after it accepts 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, are filed before they take place (Article 34).
Step 2: MOFCOM, the overseas investment certificate
The Measures for the Administration of Overseas Investment (MOFCOM Order No. 3 of 2014) also have a filing track and an approval track. Approval applies to sensitive countries, such as countries under United Nations sanctions or that lack diplomatic relations with China, and 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. The Enterprise Overseas Investment Certificate follows within 3 working days of a complete filing (Articles 8 and 9). The certificate is valid for 2 years: the investment is made within that time (Article 16).
Order No. 3 asks for the filing form and a copy of the 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. Holdwise prepares the Dutch documents for this file, such as the draft articles of association of the BV.
Step 3: the bank and SAFE
Since 1 June 2015, banks handle the foreign exchange registration for outbound investment, under SAFE notice Huifa [2015] No. 13. The bank checks the NDRC notice and the MOFCOM certificate, registers the investment and then transfers the capital. Later transfers and the return of profits to China also go through the bank.
Expenses before the investment, such as the costs of setting up the Dutch company, can be sent in advance up to 15% of the planned investment (Huifa [2023] No. 28). Funds sent in advance that are left over while the investment is still to be made go back to China within the period set by the SAFE capital account guidelines.
After the investment: reporting in China
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 an annual registration of the investment, each with a yearly deadline. Your bank and your provincial commerce department publish the dates for the current year.
The Dutch side
The Dutch BV is set up by notarial deed. The minimum share capital is €0.01, and the deed can agree that the shares are paid up later (Dutch Civil Code, Book 2, Article 191). The notary registers the BV and its directors with the Chamber of Commerce (KVK) and the ultimate beneficial owners in the register of beneficial owners (UBO register).
China applies the Apostille Convention since 7 November 2023, so Chinese company documents reach the Dutch notary with an apostille. Dutch banks ask for the articles, the shareholder register and the UBO details. The NDRC notice and the MOFCOM certificate also show the bank where the money comes from.
Dividends from the Dutch company to the Chinese parent: under the tax treaty between the Netherlands and China, Dutch dividend tax is at most 5% for a company that owns directly at least 25% of the capital, and 10% in other cases (Article 10). Dutch law also exempts dividends to a parent company in a treaty country when its holding would qualify for the participation exemption and the anti-abuse test is met; the rate is then 0% (Dividend Tax Act 1965, Article 4(2)).
Sources: NDRC Order No. 11 (2017) and the catalogue of sensitive industries (2018); MOFCOM Order No. 3 (2014); SAFE, Huifa [2015] No. 13; Huifa [2023] No. 28; State Council Order No. 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.
Who does what
The Chinese company handles the Chinese filings with its counsel. Holdwise handles the Dutch company and prepares the Dutch documents those filings need. You keep 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 base
- Sets up the Dutch BV by power of attorney, with the notary
- Dutch documents for the Chinese filings
- KVK and UBO registration, 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
One way to plan the Chinese and the Dutch side together. Confirm the Chinese side with your Chinese counsel.
- The plan. The Chinese company decides the amount, the Dutch activity and the shareholding. Holdwise answers in writing which Dutch set-up fits and which documents the Chinese filings need from the Dutch side.
- The Chinese filings. The NDRC filing and the MOFCOM filing are prepared with your Chinese counsel, with the draft Dutch documents.
- The Dutch company. The notary sets up the BV by power of attorney, usually within one week once all documents are complete, at the moment your Chinese counsel confirms. Registration with the KVK and in the UBO register follows.
- The bank account. The Dutch bank reviews the file, with the NDRC notice and the MOFCOM certificate as proof of the source of the funds.
- The capital. The Chinese bank registers the investment under SAFE rules and transfers the capital to the Dutch account.
- After the investment. Chinese reporting by the parent; Dutch bookkeeping, VAT returns and annual accounts by the BV.
Related guides
More for Chinese companies with a Dutch subsidiary.
Common questions
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