Tag Archives: Company Act

Closed companies: still a useful option?

We published an article last year highlighting the amendments to Taiwan’s Company Act (the “Act”) which came into effect on November 1, 2018.  The changes to the Act were extensive and, among other things, greatly enhanced flexibility in structuring Taiwan company fundraising and shareholder control arrangements. During the preparation of the amendments to the Act, [...]

Does abolishment of the recognition system allow foreign companies to freely obtain property in Taiwan?

Since the amended Company Act came into force, foreign companies that were organized and incorporated in accordance with the laws of a foreign country have legal capacity in Taiwan. Without having to be recognized or establish a branch, a foreign company now enjoys the same rights and obligations as a domestic company, including the right [...]

Taiwan benefit corporation legislation proposals

We last wrote about benefit corporation legislation in Taiwan back in 2017, and since then there has been some movement on this topic. On 6 July 2018, the Legislative Yuan requested that the Ministry of Economic Affairs (MOEA) coordinate with stakeholders to evaluate whether a special chapter covering social enterprises and benefit corporations should be [...]

New reporting requirement for Taiwanese companies

The recently amended Taiwan Company Act (2018) requires most companies to report their board members, registered managers, and major shareholders online by 31 January 2019. To report, log on to the Company Transparency Platform. This site is in Chinese only at the time of writing. If the company’s registered representative (typically the chairman) is a foreign national [...]

How the Company Act amendments will affect your Taiwan business

On 6 July, 2018, Taiwan’s legislature enacted 148 amendments to the Company Act (the “Act”). The effective date of the amended Act is 1 November 2018. In this article, we highlight certain amendments which we expect to have a significant impact on our clients’ operations in Taiwan. We have organized these amendments into the following [...]

A look at proposals for B Corporation legislation in Taiwan

In recent years, a growing number of entrepreneurs around the world started to fervently promote the notion that contrary to traditional practice, enterprises should not only look after the interests of their shareholders, but also, those of their stakeholders. As a response to this movement, many jurisdictions began enacting legislation that provides for a new [...]

Restrictions on unregistered foreign companies in Taiwan

We are often asked whether a foreign business with no registered presence in Taiwan can conduct marketing or other activities. The answer depends very much on the specific facts of the proposed activity, but in general unregistered foreign companies must not “transact business or perform legal acts in the course of business.” Taiwan Company Act [...]

Derivative Shareholder Litigation in Taiwan

Although Taiwan’s Company Act permitted shareholder derivative actions in 1977, few if any were filed before the Securities and Futures Investor Protection Center gained standing to bring them in 2009. Four years on, we outline the rules for shareholder derivative litigation in Taiwan, give a status report on shareholder derivative actions brought by the Center, [...]

Amendments to Taiwan Company Act Expand Director Liability

Taiwan’s Legislative Yuan enacted a bill revising 10 articles of the Company Act and adding three others at the end of 2011. The bill imposed new duties on directors including shadow directors. Of particular note is Article 8 which now makes shadow directors liable for breaches of the fiduciary duties of a director. A shadow [...]

Corporate Indemnification, Insurance, and Civil Law Mandates in Taiwan

The term “corporate indemnification,” conspicuously absent from Taiwan’s laws, is a term imported from the English-speaking common law countries, where it has a long history. Nonetheless, directors and officers (D&O) liability insurance policies typically provide corporate indemnification cover. Chen Hui-ling explains in “Corporate Indemnification, Insurance, and Civil Law Mandates in Taiwan” how relations of mandate [...]