Taiwan is a civil law nation with some common law principles. Meanwhile, Confucianism serves as the foundation for the nation’s sense of justice and legal culture. Taiwan’s current legal framework was inherited from mainland China before 1949. Almost all of the Guomindang rules that were no longer in effect when the PRC was established in mainland China were still in effect on the island. Guomindang law has been altered since 1949 to meet the demands of Taiwan’s quickening capitalist development. Taiwan’s legal system has undergone democratic reform since the 1980s. Along with political liberalization and the dissolution of military law in 1987, harsh criminal regulations intended to combat communist activity were rendered ineffective. Legislative acts and case law are the main sources of law. Other laws with the 1947 Constitution at its core. The ROC law is nicely organized. Several categories of constitutional, civil, criminal, criminally remedial, and administrative can be used to categorize all the acts (including labor, financial, and land law).
Registration of corporation limited by shares
In Taiwan, registering a company limited by shares involves many steps:
Request a firm name search and business scope reservation
Please include 1 to 5 Chinese company names, arranged according to the importance and intended business range.
Request authorization for foreign investment
The following records are necessary:
- Form of Application: The application for the reservation of the company name and business scope that was initially granted.
- The list of stockholders and capital that have been confirmed.
- A power of attorney designating a juristic person stockholder as a corporate investor’s representative (if needed).
- Company incorporation certificate.
- An investor’s power of attorney designates and directs a local agent to handle the application process for official approval of the foreign investment.
- A duplicate of the investor’s or corporate representative’s passport.
Submit a request for a capital investment analysis
Documents needed for this process include:
- A request form.
- Letter from the Investment Commission approving foreign investment.
- A replica of the inward remittance advice from the bank.
- A duplicate of the foreign exchange memorandum for the bank.
- A duplicate of the bank accounts’ ledger.
Registrar of companies application
If a company plans to undertake a specific business that is subject to additional requirements and restrictions established by the competent authorities, a pre-approval is necessary before applying for company registration.
Required paperwork
- A request form.
- The incorporation documents.
- The meeting’s minutes of the incorporators.
- Records of attendance and the meeting minutes for the board of directors.
- Name, address, and the number of shares that each incorporator has subscribed for and paid for.
- Letter of consent from the board’s chairman, other directors, and/or the manager (s).
- A power of attorney to appoint people to represent the company shareholders.
- A report from a CPA confirming the paid-in capital and any relevant supporting records.
- D Documentation is needed from the incorporator(s), directors, and manager (s).
A company limited by shares, which is a separate and independent legal body with its capital divided into shares, must conduct a business that seeks to make a profit. When making a foreign investment, a person from outside the country must submit a foreign investment application (FIA) to the Investment Commission. There is no minimum capital requirement unless the company is involved in an activity for which the competent government has set a minimum capital requirement or if it hires foreign workers to work in Taiwan.
Company organization
Corporate structure describes how several divisions or business units are set up within a firm. A corporate structure can vary greatly amongst businesses depending on their objectives and the sector they operate in.
Directors
At a minimum, a business limited by shares needs three directors and one supervisor. At least half of the directors must be Taiwanese citizens. The supervisor is chosen by the shareholders to represent the interests of the shareholders. Limited one person can handle the company. A maximum of three directors. Shareholders elect directors (legal or natural persons). If there are multiple directors, one of them represents the corporation on the outside. The director’s residence is not subject to any limitations.
The board of directors
A board of Directors ought to exist for Company Limited by Shares. The individual signatures of directors should be required for every action made by the board. Decisions cannot be made over the phone or by proxy. However, when a meeting is conducted by a video conference call, the director is seen as present. If a director lives abroad, he or she may designate in writing a shareholder living in Taiwan to act as his proxy at meetings regularly. Additionally, you must select a director, directing manager, or supervisor who will be accountable for overseeing the day-to-day operations of the business. To resolve legal disputes, it is not necessary to designate a local agent. A limited company is not required to establish a board of directors.
Secretary
No need for a secretary. A business must, however, have at least one managing director who is a Taiwanese citizen.
