If a China-resident individual will own the overseas holdco that takes the raise or ESOP, Circular 37 is usually the FX door.
Enterprise ODI · VIE / red-chip · Personal FX quota · CRS / FATCA · Banking & FX flagship.
File 37 before you fund the SPV when you still can. Hui Fa [2014] No. 37 (as applied) is an individual resident special-purpose-company registration for overseas financing and round-trip patterns. It is not enterprise ODI and not the USD 50,000 convenience quota. Your company’s ODI file does not cover your personal founder shares. Already closed the seed round is a remediation talk with the registration bank — not a backdated stamp. New SPVs, recaps and some ESOP layers can reopen 37. VIE stacks usually have a 37 story for the founders — see VIE.
At a glance
| Question | Short answer |
|---|---|
| Who files? | Mainland resident individuals on the SPV. |
| Same as ODI? | No. Company path is the ODI page. |
| 50k instead? | No. |
| Already raised? | Remediation, not a product. |
| VIE founders? | Usually a 37 file plus the VIE page. |
- File before you fund if you still can.
- Individual Circular 37 versus enterprise ODI depending on whose name is on the SPV.
- 37 vs ODI.
- Resident individual
- Circular 37 — this page
Scope and legal framework
SAFE Hui Fa [2014] No. 37. Domestic residents who set up or control overseas SPVs for investment, financing or round-trip investment register with SAFE through a bank. Practice is documentary and bank-led.
Not ODI, not quota. A PRC company’s outbound project is NDRC/MOFCOM/SAFE ODI. Personal convenience FX is the 50k page. 37 is the founder/SPV middle door.
Change control. New vehicles, material ownership changes and some financing rounds need an update — not a one-time tattoo.
- Company ODI does not cover personal founder shares.
- Circular 37, enterprise ODI and the personal 50k quota as three different doors.
- Three pipes.
Practical workflow
- Recaps can reopen 37.
- Chart the SPV, register 37 at the bank, then raise or grant ESOP.
- Before raise.
- 1. SPV + chart
- 2. Bank / SAFE 37
- Org chart: who is a China-resident individual on which SPV.
- Pick the registration bank; file 37 before inbound/outbound on that vehicle.
- If already funded: written remediation plan — do not add a second wire.
Common mistakes
- Remediation is a disclosure file.
- Closing the seed round then asking for Circular 37.
- Late 37.
- Banks can refuse later inbound/outbound on that SPV
- Using relatives’ 50k quotas to “temporarily” fund Cayman.
- Assuming the WFOE’s ODI covers founder ordinary shares.
- Forgetting the spouse who is also a resident shareholder.
Action checklist
- Resident individuals on the chart listed.
- 37 vs ODI labelled per entity.
- Bank named before the first wire.
Frequently asked questions
Can my spouse’s personal quota replace 37?
No. That is the quota-page failure mode. 37 is a registration of the SPV relationship, not a convenience purchase of USD.
We already issued SAFE-style options. Too late?
Often late, not always hopeless. It is a bank-risk file. Do not issue the next tranche until counsel maps the first.
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