Many business owners choose to register company in Taiwan because of its conducive business environment, stable political system and skilled labour force. Some business owners may also choose to set up a company in Taiwan with the purpose of expanding into the lucrative Chinese market. This is because it is much easier to open a company in Taiwan as compared to Mainland China which has stricter regulatory requirements and greater bureaucracy.
Despite Taiwan’s strained relationship with Mainland China, Mainland China is still the most important trading partner for Taiwan. This article provides you with a general guideline on how to register a company in Taiwan.
1. Select an optimal business entity
Limited Liability Company
Before you register your business in Taiwan, you must first decide on which business entity best suits your company. This will ultimately depend on your long-term goals and the business activities you will be undertaking in Taiwan. The most popular business entity for foreign business owners in Taiwan is the limited liability company. In a limited liability company, the business is regarded to be a separate legal entity from its shareholders.
This means that shareholders and directors will not be liable for the debt and obligations incurred by the company, except to the amount of investment they have in the company. Unlike most jurisdictions, there is no nationality or residency requirement for a director in a Taiwan company. To set up a Taiwan company, you simply need 1 director and 1 shareholder and there is no minimum capital requirement.
Alternatively, you may wish to consider registering a branch office in Taiwan if you already have a company in your home country. A branch office will be an extension of the parent company in your home country. The branch office will not be regarded as a separate legal entity from the parent company, meaning that the parent company will be liable for the debt and obligations incurred by the branch office.
Generally, it is much faster to register a branch office as compared to a subsidiary (limited liability company) in Taiwan. While a subsidiary must pay a withholding tax (WHT) of 20% if it repatriates profit back to its parent company, a branch office is not required to pay any WHT on repatriation of profits. Hence, registering a branch office may be more attractive as compared to a limited liability company if you are not planning to expand your business to a very large scale in Taiwan.
Business owners who wish to conduct some prior market research before they start doing business in Taiwan can opt to set up a representative office. Unlike a limited liability company or a branch office, a representative office cannot conduct any commercial activity that generates revenue. Hence, if you wish to conduct non-commercial activities or promote your company’s presence in Taiwan, you may choose to set up a representative office instead.
2. Rent office space
All companies incorporated in Taiwan must have a registered office address in Taiwan. The office address cannot be a post office box and must be an actual physical address in either a commercial or commercial-cum-residential building. Before you register your company, you should lease an office space.
If the office address is not owned by your company, you will have to provide a tenancy agreement when registering your company to prove that the owner of the building has consented to the use of the address for your business.
3. Choose a company name
After you have rented an office space, you can start to think of a name for your Taiwan company. Your company name should not contain any words that may mislead the public into thinking that your company is associated with a government agency or a welfare organization. Although your company can choose to have an English name, it must have an official Chinese trade name for business purposes.
You can confirm the availability of your company’s name through the Taiwan One-stop Service Request portal by registering for pre-inspection of your company’s name. After the pre-inspection request has been approved, you will have up to 6 months to register your Taiwan company.
4. Open corporate bank account
Before you proceed to register your company, you should first open a corporate bank account. Although there are no minimum capital requirements to set up a business in Taiwan, you must still take into consideration the incorporation and government fees.
The Taiwan Ministry of Economic Affairs requires you to obtain a capital verification report before you register your company to prove that you have a sufficient amount of funds to pay for the cost of company registration. After you have obtained your capital verification report, you must get it certified by a licensed Taiwan accountant.
5. Draft corporate documents
Now that you have procured an office address and a capital verification report, you can start to draft the documents required for company incorporation such as the Memorandum and Articles of Association. The Memorandum will contain information about your company such as the company name, the date of incorporation, the scope of business and the capital contribution of each shareholder.
The Articles of Association, on the other hand, will set out the rules that govern the company by including the directors’ responsibilities, the procedures for appointment and removal of directors, voting rights of the Board and other regulations. Since the corporate documents must be drafted in Chinese, you may need to employ the service of a translator experienced in translating legal documents.
6. Register your company with the Ministry of Economic Affairs
Once the corporate documents have been drafted, you can proceed to register your Taiwan company. You will be required to submit the following documents: application form, notarized passport copy, proof of address of individual directors and shareholders, business plan, Memorandum and Articles of Association and other corporate documents.
You can submit the documents to the Taiwan Department of Commerce through the business industry portal.
7. Complete tax registration
The last step is to apply for a company Tax Code with the State Tax Bureau. All resident companies in Taiwan must pay an annual corporate tax rate of 20% on worldwide income. Non-resident companies will pay corporate income tax on income sourced from Taiwan. Do note that you will also have to register for value-added tax (VAT) if your company annual revenue exceeds or is expected to exceed the threshold of TWD 480,000 in one year.
Taiwan company registration is a relatively straightforward process if you follow the steps above. There are also free trade zones in Taiwan that allow for corporate tax exemption and other tax incentives. Hence, you may wish to consider registering a company in Taiwan if you are seeking to expand to the Taiwanese market and surrounding Asian markets.