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Six Considerations to register a Taiwan Company
Starting a business is no small task. Starting a business in a foreign country is even harder. To get you started, we have made a list of six important things to start thinking about as you begin. If you ever feel that you need help, our team of accounting and consulting professionals stand ready to assist you with any part of this process.
1.Have a Chinese Business Name
The official language in Taiwan is Chinese. The Taiwan Company Registry only accepts investors registering a Chinese name for their business that will be set up in Taiwan. You cannot choose a business name that is taken. Check the availability of your preferred business name through the platform from the Department of Commerce, MOEA. Please also note that once the company is set up, information about the company such as company name, amount of capital, names of directors, location of the company, date of registration, business scopes, can be found in the company information inquiry platform.
The only official Chinese business names in Taiwan are Chinese, which means the English names are usually just translations. However, many circumstances where a Taiwanese company needs an English name, such as accepting international bank payments or exporting goods. Under the above conditions, a Taiwan company can officially register its English name at the Bureau of Foreign Trade.
Choosing a good Chinese business name is a good start for your business. There are several ways to choose a Chinese name. Before you pick one, we suggest reading the article link below. We can help you create a Chinese company name by the sound and by the meaning based on your English company name.
How To Pick The Right Chinese Name For Your Company by Misha Maruma
2. Choose Company Structures
Choosing the right business structure for your venture is important because the choice can affect tax liabilities, regulatory requirements, and ultimately the success or failure of a company. The table below compares the main characteristics of the most common company structures for foreign investors:
If no business activities, foreign company may consider setting up a Representative Office
For companies that do not operate business in Taiwan but only carry out procurement, inspection of goods, or contact windows may set up a representative office in Taiwan. The definition of business activities by the Taiwanese tax authorities is broad, encompassing actions such as marketing support, sales support, and support for technical issues by Taiwanese clients. Regularly hiring personnel in Taiwan to inspect products or to provide after-sales service for products of the foreign company may also be considered as business activities. For permitted business activities of Representative Offices, please refer to the article below. It is advisable to discuss with professionals before establishing to ensure compliance.
There are three common entities for foreign investors who want to start business in Taiwan:
1. Limited company
2. Company Limited by Shares
3. Branch Office of the foreign company
If there is more than one shareholder, the foreign investor cannot set up the Branch Office. Instead, a Limited Liability Company or a Corporation must be selected.
Branch Office or Subsidiary?
Note: a subsidiary is a limited company or a company limited by shares that is wholly owned by the foreign investor
What’s the legal difference between a branch office and a subsidiary when establishing a commercial presence abroad?
A branch office is not considered a distinct legal entity, whereas a subsidiary is regarded as an independent Taiwanese company. From a practical point of view, a branch is more of an extension of the parent company. It cannot act by itself and has no board of directors. On the other hand, a subsidiary is owned by the parent company but can act by itself and has its own board of directors. A subsidiary is required to hold shareholders’ meetings and comply with other corporate formalities. A branch office is treated as a permanent establishment of the foreign head company by tax authorities.
The advantages of setting up a subsidiary
Because the subsidiary and the parent company are distinct legal entities, the parent company is not exposed to any liabilities of its subsidiary. The liability of the Taiwanese subsidiary is limited to its own assets. By contrast, a foreign investor is always liable for the activities of its Taiwan branch. This means the execution of the branch’s liabilities can be enforced at the expense of the foreign investor’s assets, even if these are located abroad.
Subsidiary tax advantages, such as:
Subsidiaries can enjoy benefits given under the double tax treaties (please refer to the link for the treaty list).
https://www.songjer.com/withholdingtax The branch office cannot apply for the tax treaty since it is not a legal entity nor a tax resident of Taiwan.
The advantages of setting up a branch office
1. No minimum assigned capital is required for setting up a branch office
2. Taiwanese corporate law does not impose requirements regarding the establishment of a board of directors, the distribution of profits or the organization of shareholders’ meetings
Branch office tax advantages, such as:
1. No profit remittance tax on branch profits.
2. Losses made by the branch may be offset immediately against the earnings of the head office
Comparison of Limited Company, Company Limited by Shares and Close Company?
1. What is the definition of Limited Company, Company Limited by Shares, and Close Company Limited by shares?
Limited company is a type of company organized by one or more shareholders, each of whom has limited liability for the company, limited by the amount of capital contributed by the shareholders. Most one-person investors choose the limited company as the form of incorporation. A limited company is not required to have a form of "shareholder meeting". Shareholders can agree with the company's affairs by issuing "the consent of shareholder agreement".
Limited company by shares is a type of company that is organized by two or more natural person shareholders or one or more governmental or corporate shareholders, and divides the entire capital into "shares". Basically, the shareholders are responsible for the company according to the amount of shares they hold. A company limited by shares must have a form "director meeting" and "shareholder meeting".
Closely held company ( is also a company limited by shares but is given more flexibility): In addition to cash, the shareholder can also use credit and personal services as the capital of the company within a certain amount.
As of June 30, 2023, 75% of all registered companies in Taiwan were limited companies, and 25% were companies limited by shares including closely held companies. Together, these two types of companies account for more than 99% of the total number of companies and are the most common types of companies. Therefore, this article will focus on the introduction of the two types of companies: limited company and company limited by shares!
2. The advantages of Limited Company and Company Limited by Shares
Limited Company:
A limited company can be established with only one shareholder and does not need to set up a supervisor, which makes it easier to set up; if there are more than two shareholders in a limited company, the transfer of shares must be approved by the other shareholders, and the shareholding structure is relatively stable.
Company Limited by Shares:
It must have at least two natural person shareholders, or at least one governmental or legal person as a shareholder, so it is usually larger in size; the Company Law also stipulates that a company limited by shares must have a supervisor, which is more stringent in terms of corporate governance. In addition, the shares of a limited company can be freely transferred without the consent of the other shareholders, which allows for a greater degree of freedom in the movement of shareholdings than a limited company.
3. Restriction on shares transferring for these two company structures.
Limited Company:
The transfer of shares of a limited company cannot be transferred to another person without the consent of at least one-half of the other shareholders.
In addition, a director of a limited company must be a shareholder of the company. A director may not transfer capital to another person without the consent of at least two-thirds of the other shareholders. A shareholder who does not consent may have a right of first refusal, and if he or she does not purchase the capital, he or she is deemed to have consented to the transfer.
Company Limited by Shares:
Shares of a company limited by shares are "guaranteed to be freely transferable", and the transfer of shares by shareholders may not be prohibited or restricted by the Articles of Incorporation by the Company Act. Article 163 of the Company Law stipulates: "Unless otherwise provided for in this Law, the transfer of shares of a company shall not be prohibited or restricted by its articles of association".
In practice, a company and its shareholders often use the "shareholders' agreement" to restrict the transfer of shareholdings to prevent the rights of investors from being jeopardized if the original shareholders or entrepreneurs transfer their shareholdings after the company succeeds in obtaining investors' funds.
Currently, most courts have held that a contract between a company and its shareholders that is preceded by a contract based on the identity of the parties in private law shall not be recognized as invalid in violation of Article 163, Paragraph 1 of the Company Law, but the contractual effect of such an agreement between shareholders is only valid for the parties who signed the contract.
4. Par Value share and No PAr value shares
In 2018, the Company Law was further amended to open up the requirement of no par value shares to all the companies limited by shares and to eliminate the requirement that the par value must be NT$1 or more. All Companies limited by shares can issue no par value shares. For the details for no par value share, please refer to the article below- Pros and Cons of oo par value shares.
FAQ:
(1) Can a foreign national/company own 100% shares of a Taiwanese company?
Yes, unlike other countries, such as Thailand and the Philippines, where a foreign national or an international company cannot own 100% shares of a company, the Taiwanese government allows a foreign national/company to own 100% shares of a Taiwanese company.
(2) Can a foreign national be a director or a supervisor of a Taiwanese company?
Yes, the director, the supervisor, or the responsible person of a branch can be a foreign national.
(3) Is it necessary to own shares to become the director of a limited company? The director or the supervisor of a company limited by Shares?
In the Limited company:
1. Generally yes. The director of a limited company must hold shares to become a director of a limited company.
2. However, when a company acts as a shareholder of another company, its authorized representative can be elected as a director. The authorized representative is not required to be a shareholder.
In the Company limited by shares:
No, in Article 192 of the Company Act, the board of directors of a company shall have at least three directors who shall be elected by the shareholders' meeting from among the persons with disposing capacity. There are no set rules regarding a supervisor must hold shares. It is not necessary to own shares to be a director or a supervisor if it is not a public company.
(4) What are the "permitted activities" for a Representative Office?
The permitted activities are “signing contracts, bidding, purchasing, quoting and bargaining.” A representative office that provides support operations to their foreign head offices, such as marketing support, sales support, and support for technical issues raised by customers, which are beyond the scope permitted by the government, may face tax and legal compliance problems. Please see the article "The Business Scopes of the Representative Office in Taiwan."
(5) As a foreigner, can I apply for a closely held company limited by shares?
Effectively on July 1, 2015, the Taiwanese government amended a new company structure called a "closely held company limited by shares" (CHCLBS), which allows the investors to obtain the equity of a CHCLBS through technical know-how, service, or goodwill. The maximum amount of capital provided by technical know-how, service, or goodwill cannot be over 50% of total equity.
A foreign investor can apply for a CHCLBS or be a shareholder of a CHCLBS. However, the contribution of technical know-how, service or goodwill as capital does not apply to foreign investors.
For the details, please see the article Taxation of the Closely Held Company Limited by Shares.
3. Determine Business Activities
Tell the Taiwanese government what business you are going to do. Select one or more business scopes that your company will be engaging in. The business scopes must be clearly stated at the time of company incorporation. The chosen business scopes have to be in the categories that MOEA has predefined. You can find the list of business scopes at the Ministry of Economics Affairs, or you can download them here.
Prohibited or restricted business activities
Foreign investors are prohibited from investing in the industries that may negatively affect national security, public order, good customs and practices, national health, and those that are prohibited by law. Investors who apply to invest in an industry in which investment is restricted by law or by an order given under the applicable law shall obtain approval thereof or consent thereto from the competent authority.
Please refer to the below link for prohibited and restricted industries. Negative List for Investment by Foreign Nationals
4. Identify Shareholders, Directors and decide Article of Association
There are six statutory requirements to incorporate a Taiwan Limited company. They are a shareholder, a director, an investor agent, paid-in capital, and a local office registered address. Let’s look into each statutory requirement in detail.
First, the Company Act requires that there is at least one shareholder. The shareholders can either be corporate entities or individuals who have any nationality.
The Taiwan Company Act requires a limited company to have at least one director. If there is more than one director, one and only one should be the chairman. No director has to be a Taiwan resident.
You are required to authorize an investor agent as a legitimate attorney regarding company formation and registration. Your company’s investor agent must be a Taiwan resident and must possess sound knowledge of the Taiwan Companies Act. Our qualified specialists can provide your firm with the services.
The fourth requirement for Taiwan company incorporation is a local office registered address. A photocopy of the office lease is required during the application process.
The fifth requirement is the paid-in capital. Although there is no minimum paid-in capital requirement, we would suggest that the amount of capital should be sufficient to fund the operation of the Taiwanese company for the first four to six months after incorporation. The company has to open a business account that the capital fund can remit and then be verified by a CPA before the incorporation. Please refer to the article Opening a bank account in Taiwan.
Last, a well-planned article of association is also the critical foundation of a startup. This is an important document that specifies the company's capital, number of shares, the value of shares, agreements with respect to relations between the company's shareholders, such as shareholders' rights and the company's operational policies while carrying on business activities, as well as agreements concerning the following corporate matters:
- Shares and shareholders
- Directors
- Shareholders' meetings
- Dividends and reserve
- Liquidator
FAQ:
(1) Should the chairman of the company visit the bank in person for opening a bank account?
During the Covid outbreak, some banks allow the chairman to set up a business account without presence. Now, almost all banks in Taiwan require the chairman of the company to visit the bank in person for opening a bank account. Before company formation, the company must open a preparatory account that the capital fund can remit. After the incorporation, the director has to revisit the bank to convert the preparatory account into a formal account.
(2) What is the minimum capital for limited companies and companies limited by shares in Taiwan?
There is no minimum capital requirement. However, to sustain the operation of the newly set up company, we would suggest the minimum capital should be able to support the business activities for at least three to six months without other funding. If the capital is obviously too low to maintain the operation, the authority might ask the company to submit a 3-5 years financial plan to show that the company can sustain 3-5 years with low capital.
Furthermore, to be eligible for a work permit to hire yourself or the other foreign nationals as the manager of the business, there are minimum capital requirements for NTD$500,000.
(3) I am still looking for a permanent office. Can I register the company in a business center temporarily?
Yes, choosing an office space can be very challenging because of so many considerations for your business. You can use an office in a business center or register your company at your home temporarily and move the permanent office later. However, before you do you should know that not all businesses such as import/export/trade companies, restaurants, and manufacturing industries are allowed to register addresses in a business center or a residential area. The government might reject the application.
(4) How can a Taiwan company register its English name?
A Taiwan company can officially register its English name at the Bureau of Foreign Trade. Once you register the English company name, other companies can not use the same name.
5. Apply for License/Permits for charted business
a. Business Licenses and Permits
Before registering your business, it's important to determine whether your activities are restricted. If the last number of your business activity code is 1, you'll need to obtain a business permit from the appropriate governing agency. Meeting specific criteria is typically required to obtain these permits. For example, if you're planning to run a pet store that breeds, trades, and fosters pets (A401031 Pets Service Manufacturing 寵物服務業), you'll need to obtain a business permit from the Council of Agriculture, Executive Yuan. Similarly, if you plan to register a pharmaceutical company (C802041 Drugs and Medicines Manufacturing 西藥製造業), you'll need to obtain a business permit from the Ministry of Health and Welfare.
b. Factory Registration
factory registration is required by law for certain types of businesses, particularly those that involve the use of machinery or equipment. To register a factory in Taiwan, businesses must first submit an application to the local government authorities in the area where the factory will be located. Once the application is received, local authorities will typically conduct an inspection of the proposed factory site to ensure compliance with safety and environmental regulations. Following the inspection, the factory may be registered and a factory registration certificate will be issued to the business. Factory registration in Taiwan is subject to periodic renewal and ongoing compliance with regulations.
c. Export/Import Registration
To register as an importer or exporter in Taiwan, businesses must submit an application to the Bureau of Foreign Trade. After the application is approved, an Import/Export License will be issued. In some cases, additional permits or certifications may be required, such as product-specific permits or certificates of origin.
It's important for businesses to maintain compliance with all relevant laws and regulations related to import and export activities in Taiwan. Failure to do so can result in fines or other penalties, as well as disruptions to business operations.
d. Work Permit Application
e. Trademark Registration
f. Copyrights & Patents Registration
6. Compile Post-incorporation Statutory Requirements
a. VAT registration and Filing Bi-monthly
b. Accounting and Bookkeeping Daily
c. Annual Corporate Income Tax filings
d. Annual Shareholders Meeting filing
e. Employee Health Insurance and Larbor Pension
f. Payroll Management
More questions? Let us guide you further
You may find these useful guides in helping you make your decision: