The China Channel Gets a Regulator
What State Council Order No. 841 Means for EB-5 Migration Agents, Regional Centers, and Issuers
By: Osvaldo F. Torres, Esq. | Torres Law PA
On July 22, 2026, Premier Li Qiang signed State Council Order No. 841, promulgating the Regulations of the State Council on Exit and Entry Administration (the “Regulation”), which took effect on September 15, 2026.[1] Most early commentary from the international trade bar has focused on Article 4, which authorizes the Ministry of Commerce and other authorities to bar Chinese citizens from leaving China for export-control and technology-transfer violations.[2] That provision deserves attention, but for the EB-5 industry the more consequential text sits a few articles later.
Articles 7 through 13 create a national filing and conduct regime for “outbound and inbound intermediary services,” defined to include policy consultation, document processing, and procedure handling on behalf of persons leaving or entering China. That description fits the day-to-day work of the Chinese migration agencies that introduce investors to EB-5 offerings, assemble source-of-funds files, and coordinate with U.S. counsel. Mainland China has long been the largest single source of EB-5 capital, and the migration agent remains the principal channel through which that capital reaches U.S. projects. A new regulatory layer on that channel therefore reaches, directly or indirectly, most regional centers and new commercial enterprises (NCEs) that raise capital in China.
This article summarizes the intermediary provisions, identifies where they intersect with U.S. securities and EB-5 compliance obligations, and suggests practical steps for sponsors before the first filing deadline in December.
The Intermediary Framework in Brief
The Regulation implements the Exit and Entry Administration Law, which took effect in 2013. According to official explanatory remarks, one of its three stated objectives is to improve regulation of the immigration intermediary service market.[3] The Regulation pursues that objective through four mechanisms.
Mandatory filing. Agencies providing intermediary services must file with the local immigration administration within 15 days of establishment. Individual practitioners are filed through their agencies.[4] Agencies already operating before September 15, 2026 must complete the filing within 90 days, which is on or about December 14, 2026.[5] The National Immigration Administration, working with the State Council’s market-supervision authorities, is charged with issuing detailed filing measures, and none had been published as of this writing.[6]
Qualification standards. Article 8 requires that an agency be lawfully established; that its legal representative not have been criminally punished for an intentional crime; that it have staff with professional knowledge of exit-entry law and policy, together with funds and premises proportionate to its services; that client-facing staff not have been convicted of intentional crimes endangering national security, public safety, or border administration; and that it maintain management systems covering personnel, training, data preservation, data security, and compliance.[7] Two further provisions in Article 8 matter most for EB-5, and are discussed below. First, agencies engaged in outbound services “should also have established cooperative relationships with relevant overseas service agencies or signed valid letters of intent for cooperation.” Second, “[f]oreign companies and institutions are prohibited from providing outbound and inbound intermediary services within China.”
Prohibited conduct. Article 10 bars intermediaries from (i) publishing false information or soliciting clients through “exaggerated or misleading publicity”; (ii) providing false materials or helping others obtain visas, residence permits, or other documents illegally; (iii) disclosing, selling, or illegally providing trade secrets, personal privacy, or personal information learned in the course of their services; (iv) operating beyond the scope of their registration; (v) organizing or assisting cross-border illegal activity; and (vi) other acts that endanger national security or disrupt exit-entry order. Article 9 directs immigration authorities, together with the commerce, education, human resources, market supervision, and other departments, to supervise intermediaries and to publish information on violations and adverse records.[8]
Penalties. An agency that fails to file or does not meet the Article 8 conditions will be ordered to rectify. If it refuses, it faces fines of RMB 5,000 to 10,000 and suspension; in serious cases, fines of RMB 10,000 to 50,000 and revocation of its business license. Article 10 violations carry confiscation of illegal gains and a fine of one to five times those gains where they exceed RMB 20,000, or RMB 20,000 to 50,000 otherwise, along with possible suspension or license revocation and fines of RMB 10,000 to 50,000 on directly responsible managers. Issuing false invitation letters or supporting materials is separately fined under Article 11. Article 16 requires immigration authorities to maintain open reporting channels, and Article 17 preserves criminal liability.[9]
The monetary penalties are modest by U.S. standards. The reputational and operational consequences, however, can be significant. Public adverse records, suspension, and license revocation could each remove an agent from the market in the middle of an offering.
Why It Matters for EB-5 Sponsors
1. Cooperation agreements put U.S. sponsors in the Chinese record
Because Article 8 expects outbound agencies to show a cooperative relationship or letter of intent with an overseas service provider, Chinese agents will likely ask their U.S. counterparties to sign one. In EB-5, that counterparty is usually the regional center or NCE, and sometimes U.S. immigration counsel. Some agents may present short-form documents drafted for submission to Chinese authorities rather than the negotiated agent agreement.
Sponsors should treat these documents as offering-related materials. A cooperation letter that describes the sponsor’s program, the agent’s role, or the investment’s features in terms that differ from the private placement memorandum creates a second, inconsistent record, and one that now sits in a government file. Any such document should be reviewed by securities counsel, conform to the agent agreement and the offering documents, and avoid statements about returns, visa outcomes, government endorsement, or the sponsor’s regulatory status.
2. The foreign-firm prohibition limits direct-to-investor models
Article 8 prohibits foreign companies and institutions from providing intermediary services within China. The Regulation does not define the boundary between “outbound policy consultation” and adjacent activities. A U.S. sponsor’s staff, or even a U.S.-licensed immigration attorney, explaining EB-5 eligibility, the I-526E process, or conditional residence to prospective investors at an in-China seminar could plausibly be characterized as the former.
Structures that warrant review include representative offices or wholly foreign-owned enterprises of U.S. regional centers, roadshows and seminars led by U.S. personnel, China offices of U.S. law firms that advise on immigration process, and hybrid models in which a U.S. sponsor effectively runs a domestic agent’s client service. The prohibition could also limit the participation of regional centers and U.S. immigration law firms in conferences and events in China, including those organized by Chinese organizations such as provincial exit-entry associations. The sale of an interest in a U.S. limited partnership is conceptually distinct from an immigration intermediary service. In EB-5, however, the two are marketed together, and Chinese authorities may not separate them. The offering of foreign securities in China also raises its own PRC securities and foreign-exchange questions that fall outside this Regulation.
Until the implementing measures clarify scope, the conservative approach is to have in-China immigration consulting performed by filed domestic agencies, to confine U.S. personnel to activities that PRC counsel has confirmed fall outside Article 8, and to document that analysis.
3. The misleading-publicity ban converges with U.S. antifraud standards
Article 10(i)’s prohibition on “exaggerated or misleading publicity” reaches the marketing claims that have repeatedly caused trouble in EB-5: “guaranteed” green cards, “guaranteed” return of capital, implied U.S. government backing, and understated risks or timelines. Those claims already expose issuers and anyone who makes them to liability under Section 17(a) of the Securities Act and Rule 10b-5.[10] They also implicate the Reform and Integrity Act’s promoter provisions and the regional center’s obligation to oversee persons involved in its offerings.[11]
The practical change is that agent misstatements now carry regulatory risk in China as well as the United States, and Chinese enforcement may produce a public adverse record. Migration agents may respond by curtailing their EB-5 marketing, particularly on social media platforms such as WeChat, to reduce the risk of an Article 10(i) violation. Sponsors should plan for that possibility in their fundraising timelines. They should also require agents to use only sponsor-approved materials, including reviewed Chinese-language translations; prohibit agent-generated summaries of offering terms; keep copies of all materials in circulation; and add the Article 9 adverse-record publications to their periodic diligence on agents.
4. Screening for public officials and military personnel
The final paragraph of Article 10 directs that where public officials, military personnel, or other individuals entrust agencies to “illegally process foreign nationality, permanent residency status abroad, foreign residency documents, or other outbound and inbound documents or procedures,” the agency “shall not process such applications and shall promptly report such cases to supervisory authorities.”[12] An EB-5 petition is, by definition, a step toward permanent residence abroad. The qualifier “illegally” matters: the provision appears aimed at persons whose positions restrict foreign residency, not at emigration generally.
The provision has two consequences for sponsors. First, investor pipelines may narrow because agents are likely to decline clients who hold, or recently held, government, military, or state-enterprise positions subject to restrictions on foreign residency. Second, an investor’s file may be reported to Chinese authorities before it reaches USCIS. Sponsors should add a representation on public-official and military status to subscription documents, coordinate that screening with existing politically exposed person and source-of-funds reviews, and consider how a subscription withdrawn after an agent refusal would affect escrow and release conditions.
5. Confidentiality and cross-border data transfer
Article 10(iii) prohibits intermediaries from disclosing or “illegally providing” personal information learned in their work. EB-5 files necessarily move highly sensitive data, including bank statements, tax records, family information, and business records, from the agent to the U.S. sponsor, fund administrator, counsel, and ultimately USCIS. That transfer is already governed by China’s Personal Information Protection Law.[13] Article 10(iii) adds an intermediary-specific enforcement hook. Agent agreements and investor onboarding documents should record the investor’s informed consent to each category of transfer, and sponsors should confirm that their agents’ data-security practices meet the Article 8 management-system requirement.
6. Registration scope and the broker-dealer question
Article 10(iv) bars intermediaries from operating beyond their registered scope. Many EB-5 agents do more than immigration consulting: they discuss investment merits, facilitate subscription payments, and receive transaction-based compensation. Sponsors should ask whether the scope an agent files in China actually covers what it does. The Chinese filing also has no bearing on U.S. obligations. Transaction-based compensation to foreign finders continues to raise broker-dealer registration questions under Section 15(a) of the Exchange Act, and reliance on Regulation S for the offering does not by itself resolve them.[14]
7. Investor and sponsor mobility
The exit and entry provisions outside the intermediary framework also bear on EB-5 practice. Under Article 4, a Chinese citizen who violates export-control or technology import and export rules in a way that may endanger industrial or technological security may be barred from leaving China. The Regulation specifies no duration for this category of exit ban, and Article 6 allows authorities to withhold notice where national security or a criminal investigation may be affected.[15] Investors who work in semiconductors, artificial intelligence, telecommunications, biotechnology, or advanced manufacturing, or whose investment funds derive from such businesses, may face travel risk at the consular-interview or post-visa-issuance stage. On the inbound side, Article 5 authorizes denial of entry to foreign nationals on China’s countermeasures, unreliable entity, or similar lists.[16] Sponsor principals with ties to listed entities should consider this before planning roadshow travel.
A Practical Checklist
Sponsors with active China fundraising should consider the following steps before the December 14, 2026 filing deadline:
- Inventory agents. Identify every China-based agent and sub-agent in the distribution chain and obtain evidence of filing once it is made. Consider making the filing a condition precedent to payment of fees or commissions after the deadline.
- Amend agent agreements. Add representations and covenants on filing status, the Article 8 conditions, and Article 10 compliance; use of approved materials only; cooperation on public-official screening; data-transfer consents; notice of any Chinese regulatory inquiry or adverse record; audit rights; and termination and indemnification rights.
- Standardize cooperation letters. Prepare a sponsor-controlled form of cooperation agreement or letter of intent for Article 8 purposes, consistent with the offering documents.
- Review in-China activities. Have PRC counsel assess any representative office, seminar program, conference participation, or direct investor contact against the foreign-firm prohibition.
- Update offering documents. Add risk-factor disclosure on the Regulation, including possible disruption of agent channels and investor exit-ban risk, and add a public-official status representation to subscription documents.
- Align with U.S. promoter compliance. Integrate the steps above into the regional center’s existing Reform and Integrity Act promoter-oversight program so that there is one agent-compliance record, not two.
- Monitor implementation. Track the National Immigration Administration’s implementing measures, local filing practice, and published adverse records, and revisit agent arrangements once the rules are issued.
Conclusion
Order No. 841 is primarily an immigration regulation. For the EB-5 industry, though, its most important effect may be the first comprehensive national rulebook in years for the migration agents on whom the China market depends. Much remains uncertain until implementing measures arrive, including the precise scope of “intermediary services,” how the foreign-firm prohibition will be applied, and how actively local authorities will enforce. The direction, however, is clear: China is moving its migration agent market toward registration, conduct standards, and public accountability, much as the Reform and Integrity Act moved the U.S. side of the market. Sponsors who align their agent compliance on both sides of the Pacific now will be better positioned to keep capital flowing when the rules are clarified.
The views expressed are the author’s own. This article is for general informational purposes and is not legal advice. Analysis of PRC law should be confirmed with qualified PRC counsel.
[1]Regulations of the State Council on Exit and Entry Administration, State Council Decree No. 841 (adopted June 29, 2026; signed July 22, 2026; released July 31, 2026; effective Sept. 15, 2026), https://www.gov.cn/zhengce/zhengceku/202607/content_7077173.htm. Quotations in this article are drawn from an English translation of the gov.cn text; the Chinese text controls, and terminology may differ in official translations.
[2]Junko Suetomi, Maito Tozawa & Junya Okura, China Links Export Controls to Exit Bans: What State Council Order No. 841 Means for Multinational Companies, Greenberg Traurig GT Alert (Sept. 18, 2026), https://www.gtlaw.com/en/insights/2026/9/china-links-export-controls-to-exit-bans-what-state-council-order-no-841-means-for-multinational-companies.
[3]Regulation, art. 1 (stating that the Regulation is formulated in accordance with the Exit and Entry Administration Law of the People’s Republic of China); see also Suetomi et al., supra note 2, pt. I.A (summarizing explanatory remarks by officials of the Ministry of Justice, the Ministry of Public Security, and the National Immigration Administration, which identify improved regulation of the immigration intermediary service market as a stated objective).
[4]Regulation, art. 7.
[5]Id. Ninety days after September 15, 2026 falls on December 14, 2026. Readers should confirm the deadline calculation against the implementing measures once issued.
[6]Id. As of mid-September 2026, no implementing rules or administrative guidance had been issued. Suetomi et al., supra note 2, pt. III.
[7]Regulation, art. 8.
[8]Id. arts. 9, 10.
[9]Id. arts. 11–13, 16–17.
[10]See Securities Act of 1933 § 17(a), 15 U.S.C. § 77q(a); Securities Exchange Act of 1934 § 10(b), 15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5.
[11]See EB-5 Reform and Integrity Act of 2022, Pub. L. No. 117-103, div. BB, 136 Stat. 1070 (2022), including its provisions governing direct and third-party promoters and regional center oversight of persons involved in offerings, codified in INA § 203(b)(5), 8 U.S.C. § 1153(b)(5).
[12]Regulation, art. 10 (final paragraph).
[13]Personal Information Protection Law of the People’s Republic of China (adopted Aug. 20, 2021; effective Nov. 1, 2021), ch. III (rules on cross-border provision of personal information).
[14]Securities Exchange Act of 1934 § 15(a), 15 U.S.C. § 78o(a); see also 17 C.F.R. §§ 230.901–.905 (Regulation S).
[15]Regulation, arts. 4, 6; Suetomi et al., supra note 2, pts. II.B–C.
[16]Regulation, art. 5.
