Company Limited by Shares Registration in Taiwan - Business Starting & Setup

Taiwan is a civil law country with some elements of common law. Meanwhile, sense of justice and law culture of the country are based on Confucianism.

Today’s legal system of Taiwan inherited legal system of mainland China before 1949. Almost all Guomindang laws, which ceased to be in force on mainland China after establishment of PRC, continued to be valid on the island. Since 1949 Guomindan legislation was modified according to the needs of accelerated capitalist development of Taiwan.

Since 1980s democratization of Taiwan legal system took place. Alongside liberalization of political life, repeal of military law (1987), draconian criminal laws which were aimed to fight with communist acitivites became invalid.

The main sources of law are legislative acts and other regulatory acts with Constitution of 1947 at the head. ROC law is well systematized. All the acts can be divided into several groups: constitutional, civil, criminal, criminally-remedial, administrative (including labor, financial and land law).

According ROC law there are following types of business entities in Taiwan:

• Unlimited Company;
• Limited Company;
• Company Limited by Shares;
• Unlimited Company with Limited Liability Shareholders;
• Partnership;
• Sole Proprietorship;
• Representative Office;
• Foreign Branch.

Unlimited companies are registered more rarely than other types of business entities. Foreign investors usually choose limited company, company limited by shares, foreign branch or representative office.

*If the business entity engages in activities that require a special permit or approval, the authorities may set a higher capital requirement.

* If the business entity engages in activities that require a special permit or approval, the authorities may set a higher capital requirement.

There are several steps of registration of a company limited by shares in Taiwan:

1. Apply for search and reservation of company name and business scope (please provide 1 to 5 company names in Chinese in their order of priority and proposed business scope).

2. Apply for Foreign Investment approval.

Required documents (a Chinese translation of these documents shall be attached):

• Application Form;
• the originally approved application form for Reservation of Company Name and Business Scope;
• Confirmed roster of shareholders and capital amount;
• Power of Attorney authorizing a Juristic Person Stockholder as the Representative of a corporate investor(if needed);
• Certificate of Incorporation;
• Power of Attorney from an investor appointing and authorizing a local agent to deal with the application process to obtain government approval of foreign investment;
• a copy of passport of corporate representative or individual investor.

3. Apply for Examination of Investment Capital.

Required documents:

• Application Form;
• Letter of Approval of foreign investment issued by the Investment Commission;
• a copy of the bank's Inward Remittance Advice;
• a copy of the bank’s Foreign Exchange Memorandum;
• a copy of bank account passbook).

4. Apply for company registration (a pre-approval is required before applying for company registration if the company intends to conduct special business which is subject to additional requirements and regulations ruled by the competent authority).

Required documents:

• Application Form;
• Articles of Incorporation;
• Minutes of the incorporators' meeting;
• Minutes of the Board of Directors' meeting and attendance record;
• Name, address and number of shares subscribed and paid by each incorporator;
• Consent letter from chairman of the board of director(s)/director(s) and supervisor(s);
• Power of attorney for appointing individuals as the corporate shareholders' representatives;
• A CPA's report for verifying the paid-in capital and related supporting documents;
• D Documents required from incorporator(s), director(s) and supervisor(s);
• The original consent letter from the owner of the building to agree the use of the building as the registered address of the branch or the signed leasing contract and the photocopy of the latest property tax statement.

5. Apply for business registration.

6. Apply for factory registration (this is not applicable to a non-manufacturing business).

7. Apply for registration of importer/exporter (for trading business only).

The name of a foreign company should be translated into Chinese, contain type of business entity and nationality. Companies cannot use identical names. Company name should not mislead people, contain words associated with state agencies or social organizations, have an implication of offending against public order or good customs.

Company should have a local registered office. Articles of Incorporation must be kept in the office. In case of violation a fine of not less than 10.000 TWD and not more than 50.000 TWD shall be imposed.

To seal all registration documents and acts company should get a set of seals, including a seal with a company name, a seal with a name of a chairman of board of directors. Each seal costs 450 - 1.000 TWD depending on a quantity of used material.

Company cannot be redomiciled in Taiwan.

Company limited by shares should at least have 3 directors and 1 supervisor. At least a half of directors should be locals residing in of Taiwan. Supervisor represents interests of share holders and is elected from shareholders.

Limited Company can be managed by one director, maximum - 3 directors. Directors are elected from shareholders (legal or natural person). If there are several directors, then one of them acts as an external representative of the company. There are no restrictions on the residency of the director.

Company Limited by Shares should have a Board of Directors. All decisions by the Board should be confirmed by personal signatures of directors. Making decisions through proxy or by phone is prohibited. However, in case of meeting through a video conference call director is considered to have attended the meeting. If a director resides abroad, he can appoint a shareholder residing in Taiwan to be his proxy in writing to take part in meeting on a regular basis.

It is also necessary to choose a director, directing manager or a supervisor to be responsible person who will be in charge of the everyday activity of the company. It is not needed to appoint a local agent to solve legal arguments.

There are no requirements for a Limited Company to have a board of directors.

Secretary is not required. However, company should have at least one managing director who should be a resident of Taiwan.

Company Limited by Shares shall be incorporated by at least one corporate shareholder or two individual shareholders. Shareholders should unanimously adopt the Articles of Incorporation, copy of which must be kept by every shareholder. Shareholders should hold meetings at least once a year. Annual meeting must be held within 6 months after closing a financial year. In case of violation director who represents the company is bound to pay a fine 10.000 to 50.000 TWD.

Shares of the company can be transferred to a third party. There is only one restriction. First shareholders – incorporators of the company cannot transfer their shares within a year after company incorporation.

A Limited Company must be formed by one or more shareholders, who may be an individual or a legal entity. Shareholders are required to unanimously adopt the Articles of Incorporation of the company, a duplicate of which must be kept by each shareholder.

The information on beneficiary is not disclosed.

Minimum capital depends directly on the business type of a company. Minimum capital requirement was canceled by Ministry of Economy. But the capital still needs to be examined and certified by a local CPA and covers at least the incorporation cost.

Registered capital can be paid in installments.

In Company Limited by Shares shareholders are liable to extent of paid in capital share. Capital is divided into shares which have the same nominal price.

The requirements for the mandatory presence of a minimum capital have been abolished by the Ministry of Economy of the country. However, instead of them, a new rule was introduced to provide officials with an audit report prepared by an independent state auditor, which would indicate that the investment capital of the founders would cover the costs of starting a company.

For a Limited Company, the authorized capital must be paid in full by all shareholders, without dividing into contributions and without recourse to external sources.

The following particulars of company registration shall be made open to the public by the competent authority:

• The name of the company.
• The scope of business of the company.
• The location of the company.
• The shareholder(s) executing the business operations or representing the company.
• The name of directors and supervisors and their respective shareholdings in the company.
• The name of the manager.
• The amount of authorized capital stock or of the paid-in capital.
• The Articles of Incorporation of the company.

Any person may apply to the competent authority for a charged access to the above information.