January 12, 2023

China: New Foreign Debt Regulation Regime Takes Effect on 10 February 2023


Promulgated by the National Development and Reform Commission ("NDRC"), the Administrative Measures for the Review and Registration of Mid- to Long-Term Foreign Debt of Enterprises (《企业中长期外债审核登记管理办法》) ("Administrative Measures") will replace the NDRC’s 2015 Circular on Promoting the Reform of the Filing and Registration Regime for Issuance of Foreign Debt by Enterprises (NDRC Circular 2044/2015) (《关于推进企业发行外债备案登记制管理改革的通知》(发改外资[2015]2044号)) ("Circular 2044”) and the related questions and answers published by the NDRC from time to time ("NDRC Q&A Guidance"). 

The Administrative Measures are generally consistent with the previous management of foreign debt as set out in Circular 2044 and the NDRC Q&A Guidance. However, key changes are introduced, such as further clarifying the scope of application of the Administrative Measures, tightening the requirements for enterprises borrowing foreign debt and increasing the level of oversight by government bodies through standardising the approval and registration process, and enhancing the legal liability of intermediaries and non-compliant enterprises, risk prevention measures, and protection of state secrets and commercial secrets.

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