Guide to Company Setup in Taiwan
Foreign investors are flocking to Taiwan because of the attractive foreign investment policies that encourage foreign investment, including various tax incentives like special tax systems for specific industries and other incentives designed to encourage foreign investment. The country has developed customized and simplified solutions for investors to open businesses in Taiwan.
Taiwan is part of the 4 Asian Tigers and has been recognized for its innovation and willingness to embrace new technology. Additionally, many of its industries have been deregulated and are available for foreign investment. These factors are influencing foreign investors from around the world to set up separate companies in Taiwan.
Taiwan Company Setup
There are various options available to foreign investors to set up companies in Taiwan. A representative from New Horizons can discuss the options available to you and assist you with the incorporation process.
Limited Liability Company
Most foreign investors who want a legal presence in Taiwan establish a limited liability company. The process to establish a limited liability company is more involved than some of the other options for establishing a separate legal entity in Taiwan. In Taiwan, there are several versions of this type of entity, including:
- Company limited by shares
- Limited company
- Unlimited company
- Unlimited company with limited liability shareholders
Most businesses choose a company limited by shares. Businesses that are incorporated in this manner are not usually restricted on the types of activities that they can carry out, other than those general restrictions related to capital, investments, loans and guarantees.
At least one shareholder and one director are necessary to form this type of business entity, both of whom can be non-resident foreigners. With a limited liability company, each shareholder is liable for the company up to the amount of their investment. A foreign company can be the sole shareholder of a limited company or a company limited by shares except for businesses in certain industries that are restricted by the government.
There are no minimum capital requirements for a company limited by shares or for a limited company unless the business is in a sector where special permits or approvals are required. However, a company that wants to employ foreigners to work in Taiwan within the first year must provide a minimum start-up capital amount of NT$5 million. The paid-in capital must be enough to cover setup costs. A foreign bank account must be established and inject its paid-up capital into the account before beginning operations in Taiwan.
Due to the flexibility that this option provides and slight administrative requirements, limited liability companies are an attractive option for many foreign businesses, including those that wish to establish a subsidiary in Taiwan.
When two or more professionals want to establish a business together in Taiwan, they may choose a limited partnership. The partners must be human persons and not companies. One of the partners must be a general partner who is personally liable for any of the company’s debt or tax and who must be a resident of Taiwan. Other partners are liable up to the amount of capital they invest into the company. The contribution and profit-sharing formula must be discussed in the partnership agreement.
With a limited partnership, there are no minimum capital requirements. However, foreign investment approval is still required. Limited partnerships in Taiwan are treated as tax transparent entities. They are not subject to corporate income tax. However, these entities must still prepare and file financial statements and all partners are required to submit an individual income tax return.
Limited partnerships in Taiwan cannot hire foreigners. Limited partnerships are often used by companies in which a foreigner has a local partner and wants to establish a legal entity.
Free Zone Company
Companies that want to register an export-oriented business may elect to register a subsidiary in a special economic zone. This requires submitting a business plan to an SEZ authority. Special economic zones provide valuable tax incentives.
No minimum investment is officially required, but many companies still choose to provide paid up capital. This type of entity is usually recommended for businesses that expect to make a significant investment.
Companies that are incorporated in other countries may opt to establish a branch office in Taiwan where they can conduct business within the country. Before business can be conducted, the foreign branch must obtain a certificate of recognition and must be registered with the local authorities.
Branch offices in Taiwan have the same rights and responsibilities as domestic companies. They are owned by a foreign company. However, they are not considered a separate legal entity from the parent company, which assumes all liabilities of the branch office. To establish a branch office, you must have an agent who can be a foreign national.
Branch offices do not have a minimum capital requirement, but the parent company should provide enough funds to handle operations in Taiwan before the company is established. The company must provide a minimum capital investment of NT$5 million if it wants to employ foreigners in Taiwan during the first year of business.
The profits that the branch office earns are not taxed on repatriation to the parent company.
Branch offices are often established when the business is involved in highly regulated sectors, such as financial services, banking or insurance.
Representative offices can be established to conduct certain non-commercial activities in Taiwan. Foreign companies may choose to use this type of office if they are not planning to conduct business out of the office but instead want to participate in limited acts regarding their business, such as market research, brand marketing activities and research and development. These offices cannot generate revenue.
The company must appoint a resident as a manager and a representative for the application process. This person signs contracts on behalf of the company and handles other legal matters.
Because the types of activities that can be conducted at the a representative office are so restricted, this option should only be used when the company does not need to complete income-generating activity here. It is ideal for businesses that want to establish a limited presence while considering more permanent arrangements in Taiwan.
The process to incorporate a representative office is straightforward and simpler than establishing other types of entities in Taiwan. The office must complete an application that includes the following information:
- Application form
- Documentation that certifies the agent’s identity and residence
- Documentation that certifies the establishment of the foreign company in its country of residence
- Lease contract for the representative office
- Copy of the registration card
Guided Assistance through the Incorporation Process
The local experts at New Horizons can assist you with every critical step involved in the incorporation process. Depending on the entity you choose and specific requirements for your industry or business, this process may involve:
Applying for Search and Reservation of the Company Name
You must submit an application to search for and reserve an available company name to the Department of Commerce of the Ministry of Economic Affairs. You must also provide information about the scope of your business at this juncture.
Applying for Approval for Foreign Investment
You must obtain approval for foreign investments from the Ministry of Economic Affairs’ Investment Commission if the company is a foreign investor. Your local agent will typically submit the application. The government agency or a court where your company is located may notarize or authenticate your application documents. These documents must be translated in Chinese.
You must submit a variety of documents at this stage, including your approved application to reserve your company name, a confirmed list of shareholders and the capital amount, your corporate representative’s passport and any power of attorney documentation that you have executed to carry out these legal processes.
Applying for Examination of Investment Capital
The Investment Commission must examine foreign investment capital from foreign companies or partners. They must obtain approval for foreign investment and then inject investment capital into Taiwan. You may have to provide additional documentation from your bank account in Taiwan.
informed decision about the type of business entity to establish in Australia.
New Horizons also offers additional employment solutions, including recruitment and PEO services. Our business services for Australia allow you to outsource the responsibilities associated with being a direct employer of a staff. Our innovative solution allows you to delegate administrative functions to our talented team of experts while you maintain day-to-day control over your staff. This solution allows you to work within a defined budget, scale your business up or down as the market requires and insulate you from liabilities associated with employment. Because Australia’s labor laws are so complex, using a PEO allows you to delegate the responsibility of compliance to a local, trusted team of experts.
Applying for Company Registration
The shareholders must approve the articles of incorporation and then must apply for company registration within 15 days from this date of approval. To register your company, you must submit the following documentation:
- Application form
- Articles of incorporation
- Board minutes from the incorporation meeting
- Board minutes for the director’s meeting and attendance record
- Contact and identification information for each shareholder and the number of shares provided to each shareholder
- Board of directors chairman’s consent letter
- Incorporation registration form
- Report that verifies paid-in capital and supporting documentation
- Other approval letters from authorities, if necessary
- Any power of attorney documentation that you have executed to carry out these legal processes
- 1/4000 of the company’s authorized capital
Applying for Recognition of a Foreign Company and Branch Registration
If you are establishing a branch office, your parent company must apply for the recognition of the foreign company and to register the branch in Taiwan with the Department of Commerce of the Ministry of Economic Affairs. You will be required to submit a variety of documents to complete this step, including:
- Copy of the application to reserve the company name with the Ministry of Economic Affairs’ approval seal
- Two copies of the registration card for recognition of a foreign company
- Two copies of the registration card for branch registration
- Application letter
- Articles of incorporation and bylaws
- Minutes of the board of directors’ meeting
- Copy of the notice of inward remittance and exchange memo for operating capital that is injected into Taiwan
- Power of attorney documents to effectuate the legal processing, including any to appoint an agent or branch manager
- 1/4000 of the company’s authorized capital
Applying for the English Name and Registration of an Importer/Exporter
If your business will import or export products from abroad, you must reserve a trading name with the Ministry of Economic Affairs’ Bureau of Foreign Trade. You must then register your company under the English name.
Applying for Factory Registration in Industrial Parks
If your business will be involved in large-scale manufacturing, you may have to undergo a more comprehensive registration process.
Using a Professional Employment Organization While Waiting for the Finalization of Incorporation
Our local experts can discuss the various types of entities that you can create and weigh the advantages and disadvantages of each option with you so that you can make an informed decision about the future of your business. We can also expertly guide you through the incorporation and registration process. However, New Horizons’ services do not stop at the incorporation level.
Many companies need additional solutions to help operate their business while waiting for the finalization of the incorporation process. We offer extensive solutions that allow you to deploy staff faster and in a compliant manner through the use of our Professional Employment Organization platform. We hire staff on your behalf and manage administrative functions while you control the day-to-day activity. This allows you to concentrate on operations while we assist you with behind-the-scenes activities, such as human resources, benefit administration, payroll, tax and compliance matters.