Taiwan company incorporation Q&A (5)

2014/04/24 15:39:51

Taiwan company incorporation Q&A (5)

Question 1: What different forms of business entities are available to foreign investors for the purpose of establishing a presence in Taiwan? What are the differences among these forms?

Answer:
Foreign companies can establish their units in Taiwan as subsidiaries, branches, and representative offices.

· Subsidiaries are generally profit-seeking, and are registered as companies under ROC Company Law. Before setting up subsidiaries, the companies should first conduct a background check of the name of the company to be registered with the Commercial Department, MOEA, and also apply for investment approval from the Investment Commission, Ministry of Economic Affairs (MOEA), and then register with the appropriate government organization in charge of company registration.

· Branch offices are also profit-seeking. Entities registered as companies under foreign laws should first apply for recognition as a foreign company and the establishment of the branch office with the Commerce Department, Ministry of Economic Affairs (MOEA). (After receiving permission from the Commerce Department, companies establishing subsidiaries in Export Processing Zones or Science-Based Industrial Parks should register with the Export Processing Zone Administration or the Science-Based Industrial Parks Administration.) The company should thereafter complete their business registration with the local and the municipal authorities.

· Representative Offices: When foreign companies are unwilling to establish a subsidiary or branch in Taiwan and are interested in appointing someone to represent the company in a legal capacity, the company may, under Section 1 of Article 386 of the Company Law, report the said representative to the Commercial Department, MOEA>. For those requiring permanent residency, the said company should set up a representative office under Section 2 of Article 386 of the Company Law.

Question 2: What is the minimum capital for limited companies and company limited by shares in Taiwan?

Answer:
Aside from the specifically designated minimum capital requirement for various industrial sectors or for newly established branch companies. There is no capital requirement for the registration of company or branch or office in Taiwan.

Question 3: How much time does it take to complete the company registration process with the Department of Commerce (under the Ministry of Economic Affairs)?

Answer:
The timetable for the company registration process with the Department of Commerce is around 1 month.

Question 4: What documentation is required when applying for a permit to establish a subsidiary or engage in investment in Taiwan by foreign companies?

Answer:

Documentation Required
Required Document	Checklist and Notes for Applicants
Application Form	· Whether the application form contains the affixed seal of the representative of the subsidiary company in the ROC, who may either be legal counsel or a non-litigious representative, the address of the company, and contact number. Accountants and legal representatives should include their full name, address, contact number and seal and a letter of authorization with the application. · Whether or not applicant has included permit fees amounting to 1/4000 of working capital, and company registration fees of NT$600
Approval Letter for Other Organizations	Whether businesses which have received permission under law to operate in the ROC have attached permit documents.
Application Form for Company Name Check	· Whether applicant is person in charge in ROC or company manager. · Whether business in the ROC is on the negative list for foreign investment · Whether retaining term is 6 months or less
Documentation for Corporate Organizations (Including Chinese Translations)	· Whether the corporate organization’s documentation has been signed and issued by the competent authority. · Whether or not the documents have been signed and certified by 1. An ROC office, consulate or embassy abroad or 2. Foreign office, consulate or embassy of the applicant’s country in the ROC or 3. ROC office, consulate or embassy in neighboring countries 4. Signed certification from court or government agency of applicant’s country (when there is no official ROC office, consulate or embassy in the country). Certification should be valid for one year . · Whether signed and certified documents contains seal affixed over perforation · Whether Chinese translation is attached
Copy of Company Regulations (Including Chinese Translation)	· Whether the company name corresponds with that of corporate organization’s documentation · Whether or not the company has received certification from one of the following: 1. An ROC office, consulate or embassy abroad 2. Foreign office, consulate or embassy of the applicant’s country in the ROC 3. ROC office, consulate or embassy in neighboring countries 4. Certification from court or government agency of applicant’s country (when there is no official ROC office, consulate or embassy in the country). Certification should be valid for one year.
Official Meeting Minutes of Shareholders or Board of Directors’ Meeting Mentioning Request for Permission to Establish Business in the ROC (including Chinese translation)	· Whether content of meeting resolutions clearly mention a request for permission from the ROC to establish a subsidiary company in the ROC. · Whether or not the company has received certification from one of the following: 1. An ROC office, consulate or embassy abroad 2. Foreign office, consulate or embassy of the applicant’s country in the ROC 3. ROC office, consulate or embassy in neighboring countries 4. Certification from court or government agency of applicant’s country (when there is no official ROC office, consulate or embassy in the country). Certification should be valid for one year. · Whether signed and certified documents contain seal affixed over perforation · Whether Chinese translation is attached
Notification Letter for Inward Remittance and Remittance Purchase Slips for Working Capital in the ROC	· Whether the applicant’s working capital allotted for operations in the ROC is above the minimum capital amount set by the competent authority according to Article 372 of the Company Law · Whether the payee is a foreign company, Taiwan subsidiary or preparatory office. · Whether working capital is sufficient. Note: This form need not be submitted when submitting documents for the first time. Applicants should wait for an official document request letter from the MOEA. Alternatively, the applicant can obtain a ’company permit documentation application form from the Department of Commerce and submit the form to a bank to process remittance. The Notification Letter for Inward Remittance and Remittance Purchase Slips for Working Capital can then be submitted afterwards.
Power of Attorney Designating the Representative of the Subsidiary Company in the ROC, Who May Either Be Legal Counsel or a Non-litigious Representative (Including Chinese Translation)	· Whether letter of authority clearly authorizes the responsible person for the company in Taiwan. · Whether or not the company has received certification from one of the following: 1. An ROC office, consulate or embassy abroad 2. Foreign office, consulate or embassy of the applicant’s country in the ROC 3. ROC office, consulate or embassy in neighboring countries 4. Certification from court or government agency of applicant’s country (when there is no official ROC office, consulate or embassy in the country) Certification should be valid for one year . · Whether signed and certified documents contain seal affixed over perforation · Whether Chinese translation is attached
Power of Attorney from Company Subsidiary Manager (Including Chinese Translation)	· Whether or not the company has received certification from one of the following: 1. An ROC office, consulate or embassy abroad 2. Foreign office, consulate or embassy of the applicant’s country in the ROC 3. ROC office, consulate or embassy in neighboring countries 4. Certification from court or government agency of applicant’s country (when there is no official ROC office, consulate or embassy in the country). Notarization should be valid for one year. · Whether signed and certified documents contain seal affixed over perforation · Whether Chinese translation is attached
Identification documents of designated representative of the subsidiary company in the ROC, who may either be legal counsel or a non-litigious representative	· Whether ROC citizens have included copies of their identification documents or household registration · Foreign nationals and overseas Chinese should include one of the following: 1. A copy of their Alien Resident Certificate 2. A copy of their passport (should include address and signature, and the seal of the representative) 3. Copies of documentation from government agency of applicant’s home country (Certification not required) 4. Written statement from original person (clearly stating full name, nationality, and address) that has been signed and certified by an ROC office, consulate, or embassy 5. Written statement from applicant (clearly stating full name, nationality, and address) that has been signed and certified by an official agency of the ROC 6. Written statement from applicant (clearly stating full name, nationality, and address) recognized and approved by a court in the ROC.
Personal Identification Documents of General Manager of Subsidiary Company	· Whether general manager of subsidiary company has a place of residence in Taiwan. · Whether an ROC national has supplied a copy of his or her identification documents or household registration. · Whether foreign nationals and overseas Chinese have included one of the following: 1. A copy of their Alien Resident Certificate 2. Written statement from applicant (clearly stating full name, nationality, and address) that has been notarized by an ROC office, consulate, or embassy 3. Written statement from applicant (clearly stating full name, nationality, and address) that has been signed and certified by an official agency of the ROC 4. Written statement from applicant (clearly stating full name, nationality, and address) that has been signed and certified by the Ministry of Foreign Affairs 5. Written statement from applicant (clearly stating full name, nationality, and address) recognized by a court in the ROC. 6. A copy of their passport (should include applicant’s address and signature, and the seal of the representative
Final Check for Permit Documentation	· Whether two identical sets of application documents are in order · Whether items contain the seal of representative of the subsidiary company in the ROC, who may either be legal counsel or a non-litigious representative
Final Documentation for Foreign Company Subsidiaries	· Whether two identical sets of application documents are in order · Whether items contain the seal of representative of the subsidiary company in the ROC, who may either be legal counsel or a non-litigious representative

Question 5: What documents are required of appointed representatives of foreign companies to legally establish offices in the Republic of China (ROC)?

Answer:

1. Application Form

2. The resident certification documents of representative of the subsidiary company in the ROC, who may either be legal counsel or a non-litigious representative

3. Power of Attorney for applicants which are accounting or legal representatives

4. The corporate organization’s official documentation signed and issued by the competent authority on company registration for foreign companies (Must be signed and certified by ROC foreign office, consulate, or embassy)

5. Power of attorney for litigation representative designed in the ROC (Must be signed and certified by ROC foreign mission)

6. Two copies of a statement designating the representative of the foreign company

Important Notes:

· Foreign companies applying to appoint representatives in the ROC to serve as representatives in a legal capacity should refer to Article 386 of the Company Law.

· Foreign companies appointing representatives must choose a person located in the ROC.

· All documentation associated with the above items which have been written in another language should be translated into Chinese.

· A power of attorney should specifically and clearly state the legal capacity of the representative in the ROC, for example: representing the company in signing contracts, offering price quotations, voting and purchasing.

· The company’s official certification as a corporate organization and power of attorney should signed and certified by the ROC mission in the country of origin or at the nearest regional ROC embassy or consulate.

· Representatives who are foreign nationals or overseas Chinese should include one of the following residence documents:

1. Copy of Alien Residence Certificate

2. Copy of passport; on the copy, the applicant should write his/her place of birth and signature, and affix his/her personal seal

3. Place of residence indicated in documents issued by the government of the country of origin.

4. A statement by the applicant (clearly indicating full name, nationality, and address) which is recognized by ROC courts.

Question 6: Can overseas Chinese or foreign nationals assume the position of chairman or vice chairman for a business in Taiwan?

Answer:
To respond to the internationalization and liberalization of company operations, the government has eased restrictions on the nationality and place of residence for chairpersons of companies. On November 12, 2002, Article 208 of the Company Law, which placed limits on the nationality and place of residence for chairpersons and vice-chairpersons, was deleted. Other special regulations fall under the Statute for Investment by Foreign Nationals and the Statute for Investment by Overseas Chinese.

Question 7: Do overseas Chinese and foreign businesses investing in Taiwan need to publicly issue their stock?

Answer:
Overall, whether a company should publicly issue its stock is an individual business decision, this also applies to foreign investors.

However, please take note of the following amendments and exceptions:

· According to amendment No.9000218920 made on November 12, 2001 of Article 156, Item 4 of the Company Law, a company, based on the resolutions of its board of directors, must apply to the securities regulatory authorities for public issuance of its stock.

· In addition, according to Notice No. 09002256020 issued December 5, 2001, Notice No. 89221412, issued on November 12 2000 shall be canceled.

· According to Article 156, Item 4 of the Company Law, all limited companies with a minimum capital of more than NT$500 million are required to publicly issue their stock.

Question 8: What are the application procedures for the establishment of operations headquarters by foreign companies?

Answer:
According to Rule 4 of the Guidelines for Tax Incentives for the Establishment of Operations Headquarters in Taiwan:

· The company seeking tax incentives for the establishment of its operations headquarters must first present three copies of a letter explaining its business scope. The company should then apply, before the expiration of the income tax submission, to the Industrial Development Bureau, MOEA, for a letter of certification for an operations headquarters.

· Based on the above rule, a company, after receiving the letter of certification verifying that it eligible to set up an operations headquarters, should then apply to the Industrial Development Bureau, MOEA. When filing income taxes, the company should attach a filled-out "Business Operational Headquarters Preferential Tax Rates Form" and the aforementioned eligibility certificate issued by the IDB and a tax incentive comparison table issued by the accountant and other related documents and then apply with the local tax office for tax incentives for operation headquarters.