Six Considerations to Register a Taiwan Company
Starting a
business is no small task. Doing so in a foreign country adds additional
complexities, such as understanding local regulations, company structures, tax
liabilities, and banking requirements. Taiwan is one of Asia’s most
business-friendly environments, but it still requires careful planning.
To help you
get started, we have compiled six crucial considerations when registering a
company in Taiwan. If you ever feel overwhelmed, our team of accounting and
consulting professionals at Songjer
is ready to assist you.
1.
Company Registration - Have a Chinese Business Name
Why is a
Chinese Business Name Required?
The
official language in Taiwan is Chinese, and the Taiwan Company Registry
requires businesses to have an official Chinese name. While an English name can
be used for international purposes, the registered name must be in Chinese.
Before
selecting a name, ensure it is not already in use by checking with the
Department of Commerce, MOEA. This step prevents duplication and ensures your
business name is legally recognized.
English
Business Names for International Transactions
Although
companies primarily operate under their Chinese name, certain transactions,
such as receiving international bank payments or exporting goods, may require
an English name. Businesses can officially register an English name with the
Bureau of Foreign Trade.
Choosing
a Good Chinese Business Name
A
well-thought-out Chinese business name can enhance brand recognition. Here are
some factors to consider:
- Sound and Meaning: The name should be easy to
pronounce and carry a positive meaning.
- Legal Availability: Check MOEA’s database to
confirm the name is not taken.
- Cultural Sensitivity: Ensure the name does not have
unintended meanings in Chinese.
2.
Company Registration - Choose the Right Business Structure
Business
Entities for Foreign Investors in Taiwan
Foreign
investors can choose from several business structures in Taiwan, each with
different legal and financial implications.
Common
Business Structures
- Company Limited by Shares – Suitable for larger
businesses with multiple shareholders.
- Limited Company – The most common structure
for small-to-medium enterprises (SMEs).
- Branch Office of a Foreign
Company –
Operates as an extension of a foreign parent company.
Limited
Company vs. Branch Office
Legal
Differences
- A branch office is not
considered a separate legal entity and is fully liable for its parent
company’s debts.
- A limited company
(subsidiary) is legally distinct from its parent company, providing
liability protection.
Advantages
of a Limited Company (Subsidiary)
- The parent company is not
responsible for the subsidiary’s liabilities.
- Provides better credibility for
local transactions and contracts.
- More flexibility in managing
finances and investments.
Advantages
of a Branch Office
- No minimum capital requirement.
- No need for a board of
directors or shareholder meetings.
- Profits can be repatriated
without additional tax.
- Losses can be offset against
the parent company’s earnings.
Limited
Company vs. Company Limited by Shares
A limited
company can have just one shareholder and no requirement for a formal board
of directors, making it simpler to manage. A company
limited by shares, however, requires multiple shareholders and
governance structures, allowing for easier stock transfers.
3.
Company Registration - Determine Business Activities
Selecting
Business Scopes
When
registering your company, you must define its business scope. The business
activities must be selected from predefined categories provided by the Ministry
of Economic Affairs (MOEA).
To explore
business scope options, visit the MOEA
business scope inquiry platform.
Restricted
and Prohibited Activities
Taiwan
prohibits or restricts foreign investment in industries that could impact:
- National security
- Public order
- Health regulations
Check the Negative
List for Investment by Foreign Nationals to ensure your chosen industry is
permitted.
Business
Licenses and Factory Registration
Some
industries require additional permits. For example:
- Pet stores require a business permit from
the Council of Agriculture.
- Pharmaceutical companies must obtain a permit from the
Ministry of Health and Welfare.
Certain
businesses also need factory registration, which involves government
inspections to ensure compliance with safety and environmental laws.
4.
Company Registration - Identify Shareholders, Directors, and Articles of
Association
Shareholder
Requirements
- A limited company
requires at least one shareholder (either an individual or corporate
entity).
- A company limited by shares
must have at least two individual shareholders or one corporate
shareholder.
Director
and Board Requirements
- A limited company
requires at least one director but no board.
- A company limited by shares
must have a board of directors and a supervisor.
Foreigners
can be shareholders, directors, or supervisors in a Taiwanese company. There is
no restriction on 100% foreign ownership.
Articles
of Association
This
foundational document outlines:
- Shareholder rights
- Business operational policies
- Distribution of shares
It is
advisable to seek professional assistance when drafting the Articles of
Association to ensure compliance with Taiwanese law.
5.
Company Registration - Determine Registered Office, Open a Bank Account, and
Inject Capital
Choosing
a Registered Address
Every
business in Taiwan must have a registered office. You can use:
- A business center (for
startups needing flexible space)
- A permanent office (for
long-term operations)
- A residential address
(only for certain business types)
However,
some businesses (e.g., trading, restaurants) cannot register in residential
areas or business centers.
Opening
a Bank Account
Taiwanese
banks require the company’s chairman to be physically present for account
opening. Steps include:
- Opening a preparatory
account to deposit initial capital.
- Obtaining CPA verification
of capital injection.
- Converting the preparatory
account into a business account post-registration.
6.
Company Registration - Post-Incorporation Compliance
After
company registration, businesses must fulfill statutory requirements:
Import/Export
Registration
- Required to conduct
import/export activities.
- Apply through the Bureau of
Foreign Trade.
Work
Permit Applications
- Foreign employees need work
permits.
- Employers must prove business
legitimacy and financial stability.
Trademark,
Copyright & Patent Registration
- Register trademarks and patents
with Taiwan’s Intellectual Property
Office.
Tax and
Financial Compliance
- VAT Registration: Required for tax filing.
- Accounting & Bookkeeping: Maintain accurate financial
records.
- Corporate Income Tax Filings: File annually with Taiwan’s
tax authority.
- Annual Shareholders Meetings: Required for compliance.
- Payroll Management &
Employee Insurance: Manage employee salaries, labor insurance, and pension
contributions.
Comments
Post a Comment