Corporate Law at Taiwan
Corporate law in Taiwan (officially the Republic of China, ROC) governs how companies are formed, managed, and dissolved. It is largely regulated by the Company Act (公司法), with oversight from other relevant laws like the Securities and Exchange Act, the Civil Code, and sector-specific regulations. Here’s a concise overview:
🇹🇼 Corporate Law in Taiwan: Key Aspects
1. Types of Companies
Under Taiwan’s Company Act, four main types of companies can be formed:
Unlimited Company
Unlimited Company with Limited Liability Shareholders
Limited Company (often used by smaller businesses)
Company Limited by Shares (most common for medium-large businesses, especially those that go public)
2. Incorporation Requirements
A company must register with the Ministry of Economic Affairs (MOEA).
Requires:
Company name and business scope
Registered address in Taiwan
Articles of Incorporation
Minimum number of directors/supervisors (varies by company type)
Initial capital (no minimum for most companies unless sector-specific)
At least one shareholder (can be a foreign entity or individual)
3. Corporate Governance
Limited Companies are managed by directors appointed by shareholders.
Companies Limited by Shares must have a board of directors and (in some cases) supervisors.
Shareholders’ meetings are required annually and for key decisions.
Independent directors and audit committees are required for listed companies.
4. Foreign Investment
Taiwan allows foreign investment under the Foreign Investment Act.
Foreigners can own 100% of a company in most industries.
Some sectors are restricted or require approval from the Investment Commission of the MOEA.
5. Securities and Capital Markets
The Taiwan Stock Exchange (TWSE) and Taipei Exchange (TPEx) regulate public offerings.
The Securities and Exchange Act governs IPOs, public disclosures, insider trading, etc.
Listed companies are subject to higher corporate governance and disclosure requirements.
6. Mergers & Acquisitions
Governed by the Company Act and the Business Mergers and Acquisitions Act.
Requires shareholder and board approval.
May require antitrust clearance from the Fair Trade Commission (FTC).
7. Corporate Liability & Compliance
Companies must comply with:
Tax obligations
Labor laws
Environmental regulations (if applicable)
Anti-corruption laws
Criminal and civil liabilities can be imposed on directors and officers for illegal acts or negligence.
8. Recent Reforms & Trends
Taiwan has actively updated laws to align with global standards on:
Corporate governance
ESG (Environmental, Social, Governance)
Digital economy and FinTech regulation
E-Company registration is increasingly streamlined through MOEA platforms.
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