Company (Subsidiary)

A foreign company or individual may set up a company for the purpose of doing business in Taiwan. A company that is a subsidiary of a foreign company differs from a branch office in that it is a Taiwan-based profit-seeking business entity with foreign investors. A Taiwan-domiciled company or subsidiary may have other branch offices in Taiwan and overseas. Aside from business areas designated in the Negative List for Foreign Investment, companies formed by foreign companies or foreign individuals in Taiwan and approved by the Investment Commission under the Ministry of Economic Affairs are not subject to foreign ownership restrictions. Aside from the specifically designated minimum capital requirement for certain industrial sectors, the government requires a minimum capital requirement of NT$1 million for companies limited by shares, and NT$500,000 for limited companies. Before filing an application for company registration, a shareholders' meeting must be held to adopt the company's articles of incorporation and to elect the board of directors and the supervisors.


Procedures for Setting Up a Company (Subsidiary)

1. Conduct Pre-screening and Reservation of Company Name and Business Scope

All business entities except for representative offices, must conduct a pre-screening and reservation of the company's Chinese name and business scope. The Chinese name will be the official (and legal) name of the business entity, and investors may want to enlist the assistance of a Taiwan-based associate or professional service provider in choosing a name that is appropriate for the business and the kinds of products or services that it intends to provide. The business activities listed in the business scope of the company are selected from an index of business areas and operational items published by the MOEA. The index is available online (http://210.69.121.50/~doc/cod/html/catelogo_srh.htm) in Chinese as a searchable database system.

Application Process and Required Documents
The application process for reserving a company name and its business scope [https://gcis.nat.gov.tw/eicm/eicm/prefixedit/index.jsp]can be performed online. Or, you can download a copy of  the application request form [http://gcis.nat.gov.tw/doc/a2_1_2.doc] to conduct a pre-screening and reservation of a company name and its business scope and file it with the Deptartment of Commerce, MOEA. Status of the application once it has been filed can also be checked online [http://gcis.nat.gov.tw/].

The documents and information required for the application are:
1. application form
2. local address of preparatory office or agent
3. power of attorney if application is filed by an agent

Period of Reservation:  Company names are reserved for a period of six months except for banking, insurance, futures trading, securities and finance, bills and finance, and cable television businesses, which are reserved for one year.

Qualified Agents:  Only a Taiwan-licensed accountant or lawyer may serve as an agent for applicants reserving a company name.

Time Limit on Appeals:   If a name reservation application is denied, applicants may file an appeal for up to 30 days from the date of receiving notification.

Processing Time:  Approximately 4 working days.

Contact Information:
Department of Commerce, MOEA
No.15, Fujhou St., Jhongjheng District, Taipei City 100, Taiwan, ROC
Telephone: +886-412-1166
E-mail: docmail@moea.gov.tw


2. Open a Bank Account to Receive Capital Funds

After screening and reserving the Chinese company name and business scope, a bank account should be opened in the name of the preparatory office. A preparatory office is the initial office formed after deciding to incorporate a company but before the business is formally registered and licensed. There are no initial capital requirements to open a bank account, but you should inform the bank that you are opening an account for the purpose of establishing a company, which is in the preparatory stages.

Required Documents
Most banks in Taiwan require at least the following documents to open a bank account for a branch preparatory office:
1. Application form to open a bank account
2. Photocopy of ID of designated agent
3. Power of attorney

You can find out information on Taiwan's commercial banks atthe Banking Bureau, Financial Supervisory Commission, Executive Yuan, R.O.C. [http://www.banking.gov.tw/].


3. Apply for Foreign Investment Approval

Once you have successfully reserved a company/business entity name and business scope with the Department of Commerce, MOEA, investors must submit an investment approval application to the Investment Commission under the Ministry of Economic Affairs. The Investment Commission will review the application with reference to the laws and regulations governing investment by foreign nationals in Taiwan. The review process generally focuses on the business scope and planned activities in Taiwan of the proposed business entity, making sure that the business operational items are not on the negative list, that the investment meets requirements for general (unrestricted) business areas, or, if in a special industry or restricted business area, that the investment meets specific requirements for such industries or areas.

Application Process
An English "reference application form" [http://www.moeaic.gov.tw/system_external/ctlr?PRO=APFormLoad&id=35] has been created by the Investment Commission to facilitate the application process for foreign companies and individuals. However, as indicated, it is for reference only, and the official Chinese form (link provided below) is the one to file with the Investment Commission.

Required Documents
1. Application Form A (download form [http://www.moeaic.gov.tw/system_external/ctlr?PRO=APFormLoad&id=36]) - one original and two photocopies
2. Investor Information: photocopy of the identification certificate (copy of passport with shareholder's signature in margin) of each investor and its translation in Chinese; original power of attorney authorizing the agent of each investor and its translation in Chinese; photocopy of the identification certificate (citizen's ID for ROC nationals) of the agent of the investor
3. Original copy of the Application for Reservation of Company Name and Business Scope approved by the MOEA
4. For investments in New Taiwan Dollars: documents certifying the source of funds in New Taiwan Dollars in Taiwan
5. For investments in the form of intellectual property rights:  minutes of shareholders' meeting or board meeting; and agreement entered into by the parties concerned; documents certifying the appraisal of such intellectual property rights
6. For investments in the form of loan(s) for a period for more than one year:  loan investment plan and loan investment agreement

One original and two carbon copies of the Investment Application Form should be prepared; the original must be duly signed/stamped and attached with all supporting documents (supporting documents need not be attached to the two carbon copies) and sent to the Investment Commission, Ministry of Economic Affairs, 8F, No. 7, Section 1, Roosevelt Road, Taipei.

The application status can be checked online from the Investment Commission's website.

Processing Time:  Approximately 5-7 working days for non-restricted business areas; 7-30  working days for restricted business areas or special industries.

Contact Information:
Investment Commission, MOEA
Telephone: +886-2-3343-5700
Fax: +886-2-2396-3970
Website: http://www.moeaic.gov.tw


4. Remit Capital Funds

After making the application for investment approval, investors must arrange to wire transfer the funds (minimum NT$500,000 for a limited company, NT$1 million for a  company limited by shares, or more for Special Industries) for the capital of the proposed company. Your bank can help provide you with the required information, which generally includes bank name, address, and routing code, and the account number and name of account holder, for remitting funds from abroad into local bank accounts. The remitted funds must be converted in NT dollars and bank statements of the transactions should be obtained to complete the approval process with the Investment Commission.


5. Submit Proof of Remittance and Complete Investment Approval Process

Investors are required to submit proof of remitted capital for the proposed company to the Investment Commission, MOEA to complete the investment approval process. The Investment Commission will issue a letter of approval which is required for the incorporation and business license application process.

Required Documents
1. Advice of Inward Remittance of Approved Capital
2. Foreign Exchange Memo
3. Photocopy of the Company Deposit Passbook
4. CPA certification of company's internal capital balance as of the incorporation date

Processing Time:  Approximately 5-7 working days for non-restricted business areas; 7-30  working days for restricted business areas or special industries.

Contact Information:
Investment Commission, MOEA
Telephone: +886-2-3343-5700
Fax: +886-2-2396-3970
Website: http://www.moeaic.gov.tw


6. Apply for Company Registration

The amount of paid-in capital for the proposed business affects where an investor should submit the application for registration approval. For investments wherein the paid-in capital is more than NT$500 million, the application should be made to the Department of Commerce, MOEA. For investments wherein the paid-in capital is less than NT$500 million, the application should be made directly to the local government authorities, such as Taipei Business Administration Office, Kaohsiung Business Administration Office, Central Region Office, MOEA, etc. (see Apply for a Business License below). The Department of Commerce, MOEA must first review the application for registration. Once the registration has been approved, the investor must then carry out the business license application process with the local government authorities where the company is to be  located.

Required Documents for the Registration of a Limited Company

1. Application form [http://www.moea.gov.tw/~meco/doc/ndoc/comp3-1-2000.doc]
2. Application for Name Reservation approved by the MOEA (see step 1 above)
3. Photocopy of the Articles of Incorporation
4. Power of attorney appointing CPA; audit report of paid-in capital and attachments (photocopy of passbook, etc.)
5. Power of attorney if a lawyer or a CPA will file the application
6. Documents certifying the identification of all board members, shareholders and managers
• For local juridical persons (local companies): copy of business license; for foreign juridical persons ( foreign companies): copy of certificate of incorporation
• For local natural persons (local individual shareholders): copy of I. D. card; for foreign natural persons (foreign individual shareholders): certificate of nationality
7. Certificate of designation of the juridical shareholder’s representative for election of directors.
8. Copy of foreign investment approval letter and copy of the certified foreign investment capital contribution issued by the Investment Commission, MOEA
9. Copy of the approval letter issued by competent authorities if the company business requires a special permit (see Special Industries)
10. Two copies of the Business Registration Card
11. Copy of Shareholders Agreement

Required Documents for the Registration of a Company Limited by Shares

1. Application form [http://www.moea.gov.tw/~meco/doc/ndoc/comp1-1-2000.doc]
2. Application for Name Reservation approved by the MOEA (see step 1 above)
3. Articles of Incorporation
4. Minutes of the shareholders' meeting for adopting the Articles of Incorporation and election of the Board of Directors and Supervisors
5. Minutes of the Board of Directors' meeting and photocopy of the directors attendance book
6. Roster of shareholders
7. Power of attorney appointing CPA; audit report of paid-in capital and attachments (photocopy of passbook, etc.)
8. Power of attorney if a lawyer or a CPA will file the application
9. Documents certifying the identification of all board members, shareholders and managers
• For local juridical persons (local companies): copy of business license; for foreign juridical persons ( foreign companies): copy of certificate of incorporation
• For local natural persons (local individual shareholders): copy of I. D. card; for foreign natural persons (foreign individual shareholders): certificate of nationality
10. Certificate of designation of the juridical shareholder’s representative for election of directors or supervisors
11. Copy of foreign investment approval letter and copy of the certified foreign investment capital contribution issued by the Investment Commission, MOEA
12. Copy of the approval letter issued by competent authorities if the company business requires a special permit (see Special Industries)
13. Two copies of the Business Registration Card
14. Written consent of chairman, director, supervisor to serve in such capacity

Fee:   1/4000 of authorized capital

Processing Time:  Approximately 9 working days

Contact Information:
Department of Commerce, MOEA
No.15, Fujhou St., Jhongjheng District, Taipei City 100, Taiwan, ROC
Telephone: +886-412-1166
E-mail: docmail@moea.gov.tw


7. Apply for Business License

After receiving investment approval from the Investment Commission (and incorporation permission from the Department of Commerce for investments over NT$100 million), investors must prepare and file an application for a business license with the local city or county government. Each city and county have their application processes for business licenses, but they generally follow a similar pattern of requiring an application with the city or county government's business administration or business development agency, local office of the national tax authority for the issuance of a business tax ID (tong-yi-bian-hao) and General Uniform Invoices (fa-piao) (see information on Taxation) and the building administration unit of the local government to ensure zoning and other safety rules.

Taking the business license application process of Taipei City as an example, investors or their agents must apply for a business license by way of the Taipei Business Administration Office's Combined Services Window. This window serves as a business license application clearinghouse for three government agencies involved in the local business establishment process and includes the Taipei Business Administration Office, Taipei National Tax Administration under the Ministry of Finance, and the Taipei Building Administration Office. The application process can be conducted by mail (send to: Taipei City Hall, 1st Floor, Northern Wing, No. 1 Shifu Road, Xinyi District, Taipei City) through the combined services window. However, if applicants wish to conduct the application process in person, they should take their application materials to the local district tax office of the Taipei National Tax Administration with jurisdiction over the area in which the business is to be located. If, for example, the business is located in Taipei's Daan District, the Daan Tax Office would be where the application materials should be initially filed. Once the application materials have been received by the local tax office and after they review the application materials, the tax office will send on the remaining relevant application forms and materials to the Taipei Business Administration Office's Combined Services Window for further review and processing by the two other agencies.

Contact information for the business administration, tax administtration and building administration info sources for other major locations [http://gcis.nat.gov.tw/English/index.jsp] can be found through the Department of Commerce, Ministry of Economic Affairs website.

Documents and Procedures
The forms required for filing a business license application in Taipei can be found on the Taipei City Government's online application and procedures server [http://www.e-services.taipei.gov.tw/hypage.exe?HYPAGE=form_download.htm&s_uid=011182]. The following is a list of forms and documents required for the application process.

Documents required by the Taipei Business Administration Office:
1. One copy of the Application Form for the Establishment/Change of Information for Business ID
2. Photocopy of the Business Registration

Documents required by the Taipei National Tax Administration under the Ministry of Finance
1. One copy of the Application Form for the Establishment/Change of Information for Business ID
2. Photocopy of the Business Registration
3. Photocopy of the company responsible person's ROC ID (for ROC nationals); or a photocopy of the alien resident certificate or passport ( for foreign nationals); and power of attorney authorizing the responsible person of branch office if said responsible person is different than the responsible person of the parent company.
4. One copy each of the company bylaws, list of shareholders, board of directors and supervisors  - must detail the name, identification number (country of origin and passport number for foreign nationals), date of birth

The building administration authorities have a separate application form to be used to check zoning, safety, and other documentation related to the business premises.

Documents required by the Taipei Building Administration:
1. Building Site Inspection Application Form
2. Photocopy of building use license or receipt
3. Housing tax payment receipt
4. Land use zoning documentation

When filling out the application forms, please make sure that:
• stated building use is in accordance with the use officially designated for the premises by local building registration authorities
• official business activities index codes (see business activities and operational items index information in step 1 above) are used for the list of business activities
• listed business activities are within the business scope stated in the company registration
• proof of insurance coverage for public accident liability insurance in accordance with local regulations are submitted for businesses engaged in retail sales where consumers will have access to the premises
• stated capitalization is "combined capitalization of all operational units within the territory of the Republic of China" (specifically required for foreign branch offices and subsidiaries)

Fee: NT$1,000 (license fee)

Processing Time: 14 days for most applications; however, if the application requires special review or coordination with external government agencies, the application could take up to two months.

Contact Infomation:
Taipei Business Administration Office, Section 1
Telephone: +886-2-2725-6491
Fax:: +886-2-2720-5759
Taipei National Tax Administration: +886-2-2725-6493
Taipei Building Administration Office: +886-2-2725-6495, +886-2-2725-6496
Service Window Hours: Monday-Friday, 8:50 am to 4:10 pm (no closure at noon)
Telephone Inquiry Hours: Monday-Friday, 8:30 am to 12:30 pm and 1:30 pm to 5:30 pm


8. Apply for Import/Export Card (N/A for companies not engaged in import/export trading)

For companies that will engage in import/export trading, investors must apply for an Import/Export Card with th Bureau of Foreign Trade under the MOEA.

English Name Reservation

English name registration rules [http://fbfh.trade.gov.tw/rich/test/fbj/html/Apply_Info.htm] include:
1. The registration of an English name for import/export trading must clearly indicate the entity name and organizational type.
2. The English name of an import/export company may not be the same name as or similar to any import/export company that has been dissolved, suspended, terminated or whose registration has been revoked within the last two years. However, applicants deemed to have a valid reason and obtain permission from the BOFT are not subject to this restriction.
3. Listed names of goods or services must comport with the established business scope and activities
4. The English name may not be easily mistaken for that of a government agency or charitable organization.

The name pre-screening and reservation process  [http://fbfh.trade.gov.tw/rich/test/fbj/asp/fbji010Q.asp] can be conducted online with the Bureau of Foreign Trade's online pre-screening and reservation system and requires the business ID number, company name and applicant name. After submitting the English name reservation application, you can check the status of your application online [http://fbfh.trade.gov.tw/rich/test/fbj/asp/fbji030Q.asp].

Import/Export Card Application Process and Required Documents

The application form for the Import/Export Card [http://ekm92.trade.gov.tw/BOFT/web/report_detail.jsp?data_base_id=DB009&category_id=CAT2856&report_id=11642] can be downloaded from the BOFT website. A photocopy of the Business License must be attached to the application form.

Processing Time:  1 working day

Contact Info:
Bureau of Foreign Trade, MOEA
1 Hu Kou Street,Taipei,Taiwan, R.O.C.
Service Hours: 9:00 am to 5:00 pm / Office Hours: 8:30 am to 12:30 pm; 1:30 pm to 5:30 pm
E-mail: boft@trade.gov.tw
Telephone: +886-2-2351-0271
Fax (general): +886-2-2351-7080, +886-2-2351-3603
New applications can be faxed in to:
Taipei: +886-2-2321-7241, 2396-5836;  Kaohsiung: +886-7-281-1396


After completing these steps, the company should be ready to do business. Of course, investors should already have a business location (discussed in the introduction to this Chapter) and started hiring staff by this point, which leads us to our next Chapter on human resources.

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