Written by; Xiaoza Legal Team

On March 13, 2026, the People's Bank of China and the State Administration of Foreign Exchange jointly issued the "Management Measures for Domestic Enterprises' Overseas Lending" (Yin Fa [2026] No. 63, hereinafter referred to as the "Management Measures"). The new regulations will officially take effect on April 20, 2026, while simultaneously abolishing the three sets of old regulations related to overseas lending from 2009, 2016, and 2021. This completely ends the previous segmented regulation of overseas lending in Renminbi and foreign currencies, marking a new phase where domestic enterprises' overseas lending business officially enters an integrated regulatory system for both foreign and domestic currencies, with unified macro-prudential supervision.

For domestic enterprises expanding into overseas markets and needing cross-border capital flow, these new regulations not only release the policy dividends for facilitating cross-border investment and financing but also delineate compliance boundaries with clearer and more unified rules. This article, from a law firm's practical perspective, deeply analyzes the core essence, entry requirements, operational processes, and legal risks of the new regulations, assisting enterprises in accurately grasping policy guidance and carrying out overseas lending operations in compliance.

Previously, domestic enterprises faced different regulatory rules for overseas lending in Renminbi and foreign currencies, resulting in challenges such as fragmented rules, cumbersome processes, inconsistent standards, and high compliance costs. The new regulations comprehensively break down currency barriers and establish an integrated regulatory system. The core changes are reflected in the following aspects:

The new regulations state that the entry standards, registration processes, amount controls, and risk control requirements for Renminbi and foreign currency overseas lending will be entirely consistent, achieving "same business, same regulation." Enterprises no longer need to adapt to differentiated policies for different currencies, significantly simplifying cross-border fund operating processes and reducing compliance adaptation difficulties.

At the same time, the new regulations continue and optimize the macro-prudential management model, raising the macro-prudential adjustment coefficient from 0.5 to 0.6, which directly increases the upper limit of enterprises' overseas lending amounts. The limit calculation uses a unified formula, where the overseas lending balance limit is the company's most recent audited owner’s equity multiplied by the macro-prudential adjustment coefficient. The overseas lending balance considers the overall foreign and domestic currency lending scale plus the currency conversion factor, and external debt obligations created by internal guarantees for external loans are included in balance management. Enterprises exceeding the limit will suspend new lending registrations, balancing facilitation and risk prevention.

In addition, the new regulations unify and specify the operational requirements for the entire process of overseas lending registration, changes, extensions, and cancellations. They clearly define the scope of special account income and expenditure and fund transfer rules, refine extension and overdue control standards, and clarify the connection rules between old and new policies, with the three old regulations being simultaneously abolished. Existing businesses must be rectified according to the new regulations to ensure high consistency in market regulatory standards.

The "Management Measures" strictly limit the scope of entities eligible for overseas lending, only allowing domestic non-financial enterprises to act as lenders, while financial enterprises are not subject to this regulation. At the same time, rigid entry barriers are set regarding the qualifications, relationships, sources of funds, and business terms of lenders and borrowers, preventing illegal cross-border capital flow from the source.

Domestic enterprises acting as lenders must be legally registered for more than one year, possess a sustained good operating record, sound financial systems, and internal control systems, have no major illegal activities in the past three years (enterprises established for less than three years must have no major violations since inception), and must have all principal and interest from existing overseas loans repaid on time, with no violations or overdue situations.

Domestic enterprises acting as lenders must be legally registered for more than one year, possess a sustained good operating record, sound financial systems, and internal control systems, have no major illegal activities in the past three years (enterprises established for less than three years must have no major violations since inception), and must have all principal and interest from existing overseas loans repaid on time, with no violations or overdue situations.

Overseas borrowers must be legally registered, continuously operating entities, also required to have no major illegal records in the past three years, and must have direct or indirect shareholding relationships with the domestic lender, or be directly or indirectly held by the same parent company. Lending to unrelated third parties is strictly prohibited.

In terms of funds, overseas lending must use the enterprise's own funds, which includes self-owned Renminbi, self-owned foreign currency, and self-purchased Renminbi funds. The use of personal funds or borrowed funds to raise lending funds is strictly prohibited. Business terms must adhere to commercial rationality principles, with lending periods generally controlled between 6 months and 5 years. Interest rates must conform to market practices and cannot evade regulation through excessively high or low interest rates.

The overseas lending business must strictly follow the core principle of "register first, then lend." After enterprises sign formal lending agreements with overseas related parties, they must first apply for registration at the local foreign exchange bureau of the registration place. Without completing registration, they may not remit lending funds, and the registered amount must be used within two years; portions not remitted beyond the deadline automatically become invalid and require re-registration.

In practice, enterprises must submit written applications, proof of relationships, loan agreements, audited financial reports, and other complete materials to ensure the information is true and complete. If there are changes to the agreement content or adjustments due to merger or division of entities, they must promptly apply for change registration; regarding fund management, enterprises should open a dedicated overseas lending account at a bank within the jurisdiction of the foreign exchange bureau at their registered location. Multiple loans can share the same account, and the account is limited to handling remittance of lending funds, principal and interest repayments, and other related services. Mixing or misappropriating funds is strictly prohibited, and both foreign and domestic currency registrations must correspond with the currencies of lending and repayment. Transfers between foreign currencies can be reasonably allocated based on actual circumstances, ensuring traceability of fund flows.

Regarding extensions and cancellations, overseas lending generally only allows for one extension, and application for extension registration must be done at least 30 days before the due date. Avoidance of repayment obligations through extensions is prohibited. If overdue situations occur, enterprises may not issue new loans to that borrower, and the handling bank will also suspend related fund remittance activities. Once all principal and interest have been fully repaid or there is no actual remittance requirement, enterprises may handle cancellation registration following regulations and settle the dedicated accounts. Moreover, if overseas lending is converted to equity investment, prior approval or filing procedures for overseas direct investment must be completed before handling lending changes or cancellations. Multinational corporate cash pools or financial companies of enterprise groups must also adhere to specialized business rules and financial regulatory requirements.

The new regulations strengthen full-process supervision both during and after the event, clearly delineating the compliance red lines for lenders and handling banks. Violations will be strictly punished according to laws and regulations such as the "People's Bank of China Law" and "Foreign Exchange Management Regulations," requiring enterprises to be highly vigilant against frequent compliance risks. For domestic lending enterprises, actions such as failing to register as required, providing false declaration materials, non-compliance of fund sources or uses, failing to timely fulfill data reporting obligations, and not promptly reporting overdue risks are considered violations; for handling banks, failures to fulfill the verification obligations for fund authenticity and compliance, improperly processing fund remittances, and not reporting relevant data as required will also lead to corresponding legal responsibilities. Meanwhile, enterprises and banks must complete international balance of payments statistical declarations, RCPMIS system data submissions, and actively cooperate with regulatory authorities' inspections and checks, providing relevant materials truthfully without refusing, obstructing, or concealing key information, thereby fulfilling their compliance responsibilities.

In light of the new landscape of cross-border capital management brought about by these regulations, enterprises need to balance policy benefits and compliance requirements, plan ahead, and standardize operations to ensure a smooth implementation of overseas lending business. Enterprises should accurately calculate the upper limit for lending amounts based on the latest audited financial reports, consider the scale of external debt obligations for domestic guarantees, and avoid the inability to carry out new business due to exceeding limits, while strictly adhering to the baseline of using self-owned funds for lending, prohibiting illegal misappropriation of borrowed funds or personal funds.

At the same time, businesses should also clarify their domestic and foreign equity structure in advance, keep related proof materials properly, and avoid fictitiously creating relationships for illegal lending. In drafting lending agreements, essential terms including amount, interest rate, term, purpose, and repayment plans should be clearly defined, adhering to business norms to avoid vague terms that could lead to compliance disputes.

Furthermore, enterprises need to establish a full-process internal control ledger for overseas lending, dynamically tracking the entire cycle of fund remittances, use, and repayments, and promptly report any risks such as borrower operational abnormalities or overdue repayments to regulatory authorities. For existing businesses prior to the implementation of the new regulations, they should comprehensively identify compliance deficiencies against the new requirements and timely correct registration materials and complete procedures to ensure a smooth transition between old and new businesses.