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Taiwan has been well-known for its innovation, good hardware development, good engineer quality, and people willing to embracing new technology. It’s an ideal place for you to build product or service and test the market. If you are interested in incorporating a company in Taiwan, this article will show you how to setup a company in Taiwan as a foreigner, and what is the important things you need to know in this setup procedure.
You can invest or incorporate a company in Taiwan as a natural person or as a foreign institutional investor (juridical persons). The types of business entities you can incorporate include:
- Limited Liability Company
- Company Limited by Shares
- Branch Office
- Representative office
- Subsidiary Company
This article would focus on the 7 steps for natural person to setup a “Limited Liability Company” or “Company Limited by Shares” in Taiwan.
Overview of Foreigner Set Up Taiwan Company Flow
Following is an overview of the whole company incorporation flow for foreigner.
1. Preliminary Check of Firm’s Intended Name
About the company name
- You can provide 3-5 intended company names (in Chinese) for preliminary check. The government will check if the name have any conflict with other company or have conflict with some regulations. After checking, they will let you know which one you can use.
- If you like some Chinese name and find it already being used, you can add some keyword to make the name looks different. For example, if you really like the name “心朋” (Simpany) but find it used by other company, you can use “心朋科技” (Simpany Technology) or “心朋數位” (Simpany Digital) as your intended name.
- If you want to have a formal English name for your company, you can apply for import / export registration after the whole company incorporation flow.
About the responsible person
- When you are registering a company in Taiwan, the government would require you to have a “company stamp” and a “responsible person (the business owner) stamp”
- In many formal situation, such as when you are opening a bank account or signing a contract with other company, you will need to use your “company stamp” and “responsible person stamp” as a proof that you are a representative of the company
- Because you need to put your name into the “responsible person stamp” it would be easier for you to have a Chinese name if your English name is long, so you could put your Chinese name into a stamp easily
After you got the preliminary check of firm’s intended name, you can go MOEAIC to apply for foreign investment.
2. Confirm If You Need an Appointed Investment Agent
If you don’t have a ROC Alien Resident Certificate (ARC), you would need to appoint an investment agent to help you apply the investment application. The appointed agent should have a Taiwan ID, and you need to go through a notarization procedure (also know as Point Of Attorney, POA) to appoint this agent.
3. Apply for Foreign Investment from Ministry of Economic Affairs Investment Commission (MOEAIC)
The biggest difference for a local (Taiwanese) people and a foreign people to setup a Taiwan company would be foreigners need to get a “foreign investment approval” from MOEAIC. MOEAIC will check if this foreign investment follow the current regulations, such as some regulations for the foreign investment.
The documents you need to provide for foreign investment application:
- Application Form A
- Copy of passport
- the original copy of “Point of Attorney”
- ID of your appointed agent
- Copy of “Preliminary Check of Firm’s Intended Name” result
- if you provide your paid-in capital in NTD, or via machines / devices, or via intellectual property rights, you need to provided related proof.
You could check Application Form A for more detail about the necessary documents.
4. Open a “Preparatory Bank Account”
Preparatory bank account is just like a temporary bank account for you to put your paid-in capital, and for your accountant to verify your paid-in capital.
If you don’t have an ARC in Taiwan, you need to get a “Records of ID” first. And then go to the bank with the following documents:
- Personal stamp
- Note: some banks allow you to use your signature to replace stamp but some banks don’t. You could confirm with the bank before you go.
- Records of ID in the Republic of China
- Result of “Preliminary Check of Firm’s Intended Name”
!! Important: Remember to setup an English name for your bank account so it would be easier for you to transfer your money (you need to input this English account name when you transfer your paid-in capital afterward).
5. Transfer Money into Preparatory Bank Account
You can only transfer your capital into bank account after you got the approval from MOEAIC for foreign investment.
When the money arrive Taiwan, the banker would call you to confirm the purpose of this money. Remember to tell him/her this money is for investment (or to be more specific, “310 Direct investments by foreign nationals and overseas Chinese”)
Remember to transfer exactly the amount of money you applied for foreign investment, or you will need to provide some explanation about why the amount is different.
After the money comes in, you need to get the following documents for capital verification.
- Remittance Notice (original copy)
- Remittance Application Form or exchange slip (original copy)
6. Verify Capital Amount
After you transfer your capital into your bank account and get the necessary documents from the bank, you could go for capital amount verification.
Following are the necessary documents:
- Capital verification application form
- Copy your “Preparatory bank account” passbook bankbook for the following pages
- the cover page
- the page showing the balance
- the page with “Assistant Manager” seal
- Remittance Notice from bank (original copy)
- Remittance Application Form or exchange slip (original copy)
7. Apply for Company Registration
After you finish the capital verification step, you could apply for company registration. There are quite a few documents you need to prepare, including:
- Some documents you should get from your landlord
- House Usage Agreement
- Latest issue of “House Tax Statement”
- (optional) Copy of “Construction Ownership Certificate”
- only necessary if the house is owned by more than 2 people. If the house is owned by 1 person, this copy of construction ownership certificate is not necessary.
- Copy of shareholder’s ID
- Agreement of Shareholders
- Consent to Act as Director/Supervisor
- Attendance Book for Board of Directors
- Business Location Review and Enquiry Form for Land Use Zoning Control
- Articles of Incorporation
- an audit report for the capital amount issued by a CPA
- Company stamp and responsible person stamp
Summary
After you go through the above steps, you should be able to setup a company in Taiwan.
If you think there are too many details and the steps are too complicated to you, feel free to contact Simpany, and we would be love to help.
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