Taipei City Office of CommerceFAQ

Can a foreign national be elected as a board member, if he or she reaches the legal age according to their national’s rules and regulations?

Wed, 19 Nov 2014 16:00:00 GMT

　　According to Article 128 Paragraph 2 of the Company Act, “Any person without disposing capacity or with limited disposing capacity is not qualified as a promoter”.

　　More importantly, according to Ministry of Economic Affairs Post No. 88213580 on July 1, 1999: If the promoter (foreign national) reaches the legal age according to their national’s rules and regulations, but fails to meet the Civil Code, promoter (foreign national) should provide burden of proof and certified documents in order to perform his or her role.

　　Furthermore, according to Article 192 Paragraph 1 of the Company Act, the board member of a company shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The same shall apply to a foreign national elected as a board member. If the foreign national reaches the legal age according to their national’s rules and regulations, but fails to meet the Civil Code, foreign national should provide burden of proof and certified documents in order to become a board member.

I would like to inquire about registering my company as a pharmaceutical company in Taipei. Can you please explain the registration process?

Sun, 29 Dec 2013 16:00:00 GMT

　　It is necessary for the foreign investor/company to apply to Administration of Commerce, Ministry of Economic Affairs for search and reservation of company name and business scope at first. (For establishing an ordinary company, apply to Dept. of Investment Review for foreign investment approval and the examination of investment capital before the company registrations are both in need.)

　　Besides, according to the law, any person with the intent to be a pharmaceutical firm shall file application to the municipal or county (city) competent health authority for approval and registration, and shall start the permit operation only after having paid the license fee and obtained the business license. In case of any changes in the particulars registered, an application for such change registration shall be completed. Furthermore, dealers of western pharmaceuticals and their sales shall have a full-time resident pharmacist for management. However, a full-time assistant pharmacist, if no narcotics is sold.

　　After obtaining the foregoing approval, please bring the required documents related to the establishment of registration and go to the competent authorities to finish the final registration steps. For the branch of foreign company, please go to Administration of Commerce, Ministry of Economic Affairs; for the ordinary company, please back to Taipei City Office of Commerce.

How can we appoint a manager? How about a general manager?

Mon, 01 Jun 2009 16:00:00 GMT

A company may have one or more managerial personnel according to its articles of incorporation.　In the case of a Limited Company, the appointment of a manager shall be decided by a majority of all shareholders.　And in the case of a Company Limited by Shares, the decision shall be made by a resolution adopted by a majority vote at a meeting of the board of directors attended by at least a majority of the directors.

How many directors and supervisors must a company have? And what kinds of qualifications do they need?

Mon, 01 Jun 2009 16:00:00 GMT

A Limited Company must have at least one but not more than three directors to execute business operation and to represent the company. When more than one director is elected, one of them shall be designated to act as the chairman of directors and to represent the company. A director who must be a shareholder with disposing capacity (age over 18) does not have a term of office.
A Limited Company does not have any supervisor. Shareholders who do not conduct business may exercise power of audit.
A Company Limited by Shares must have a board of directors that consists of at least three directors as well as at least one supervisor elected by the shareholders' meeting. The board of directors have to elect a chairman from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may elect a vice chairman of the board in the same way.
A company with more than nine directors may have responsible persons elected from among the directors in the same manner as mentioned above. The number of responsible persons shall not be less than three persons but not more than one-third of the total number of directors. The chairman or the vice chairman of the board shall be elected from the responsible persons.
The chairman of the board of a Company Limited by Shares shall internally preside at the shareholders' meeting, the meeting of the board of directors, and the meeting of the responsible persons, and shall externally represent the company.
The term of office of a director and a supervisor shall not exceed three years; but he/she may be eligible for re-election.
A director or a supervisor of a Company Limited by Shares must have disposing capacity (age over 18). However, the qualification of shareholders is not necessary.

Foreigners who are willing to incorporate or invest in a local company have to first obtain the approval of Dept. of Investment Review, MOEA. One copy of approval documents issued by Dept. of Investment Review is required to be attached to the application documents. Then submit your application for registration. As to the registration of a branch of a foreign company, since the central competent authority, Ministry of Economic Affairs, does not authorize us to perform the procedure, you need to submit your application to MOEA. Please see more information on the website: Ministry of Economics Affairs or call (02)2321-2200.

What should we do if we want to incorporate or invest in a local company? And what if we want to register a branch here?

Mon, 01 Jun 2009 16:00:00 GMT

As to the registration of a branch of a foreign company, since the central competent authority, Ministry of Economics Affairs, does not authorize us to perform the procedure, you need to submit your application to MOEA. Please see more information on the website: Ministry of Economics Affairs, or call (02) 23212200.

What is a company?

Mon, 01 Jun 2009 16:00:00 GMT

A (local) company is a business entity registered under the Company Law, whereas a foreign company is a business entity registered under the laws of a foreign country, and authorized by the R.O.C. government to transact business within the territory of R.O.C.There are four types of company, which are Company Limited by Shares, Limited Company, Unlimited Company and Unlimited Company with Limited Liability Shareholders. The main types are Company Limited by Shares and Limited Company.‧Limited Company：A company organized by one or more shareholders, with each shareholder being liable for the company in an amount contributed by the shareholder.‧Company Limited by Shares：A company organized by two or more shareholders except for one government or corporate shareholder with the total capital of the company divided into shares, and each shareholder being liable for the company in an amount equal to the total value of shares subscribed by the shareholder.Foreign company is organized and incorporated under the laws of a foreign country, and authorized by the R.O.C. Government to transact business in R.O.C. territory.

Can I hand in my registration application documents all in English?

Mon, 01 Jun 2009 16:00:00 GMT

Application documents written in English are acceptable; however, all documents have to be translated into standard Chinese and sealed with stamps of the company and the representative person.

What is the deadline for registration?

Mon, 01 Jun 2009 16:00:00 GMT

A company has to submit application of registration to us within 15 days from the occurence of its registered particulars changes, such as Incorporation, Change of Registered Office Address, Changes of Particulars of Directors, Supervisors, Chairman of the Board or Manager, Increase or Decrease of Capital.

How do you charge for company registrations? Can we submit a package of registrations? How are they charged?

Mon, 01 Jun 2009 16:00:00 GMT

The registration fee of incorporation is charged at the rate of one NT dollar for every NT$4,000 in its capital stock as specified in its Articles of Incorporation. In the case of capital increase, the registration fee is charged at the rate of one NT dollar for every NT$4,000 in the increased portion of the capital. When a company proceeds a registration package for both capital increase and capital decrease, the registration fee shall be charged at the rate of one NT dollar for every increment of NT$ 4,000 in the actual amount of the increased capital, or at the charging rate of NT$ 1,000, if there is no increase in the capital. Other registrations are charged at a fixed rate of NT$ 1,000 for each application package.

Is our application filed by an agent acceptable? Are there any qualifications for an agent?

Mon, 01 Jun 2009 16:00:00 GMT

Yes. You can engage an agent to submit an application on your behalf. However, the agent must be a certified public accountant or a lawyer; and a power of attorney is required in this case.

Which title can a manager be registered? Are titles like 'Export Dept. Manager', 'Sales Manager' acceptable for registration?

Mon, 01 Jun 2009 16:00:00 GMT

We do not keep any titles of managers in our registration records.

Should directors and supervisors need domicile in Taiwan? How about managers?

Mon, 01 Jun 2009 16:00:00 GMT

Directors do not need domicile in Taiwan for either a local company or a company invested by aliens or overseas Chinese. However, at least one of the supervisors of a local company needs to reside in Taiwan. And every manager needs a residence or a domicile in Taiwan.

Can a natural person be elected as director/supervisor in the capacity of the representative of an institutional shareholder and a natural personal shareholder at the same time?

Mon, 01 Jun 2009 16:00:00 GMT

No.　A natural person can only be elected as director/supervisor in the capacity of either a representative of an institutional shareholder or a natural personal shareholder.

How can we elect directors and supervisors if our company has only one institutional shareholder?

Mon, 01 Jun 2009 16:00:00 GMT

Director(s) and supervisor(s) of a company with only one institutional shareholder are to be appointed by the shareholder. A copy of the Letter of Designation is required in this case. The functional duties and power of shareholders' meeting of such a company then shall be exercised by its board of directors.