CHAPTER VII Foreign Company |
| Article 370 | A foreign company which establishes its branch office in the territory of Republic of China shall translate its name into Chinese and indicate the class to which it belongs as well as its nationality.
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| Article 371 | A foreign company without making branch office registration may not conduct its business operation in the name of a foreign company in the territory of the Republic of China.
A person who violates the provision set out in the preceding paragraph shall be punished with imprisonment for a period of not more than one year, detention, or in lieu thereof or in addition thereto a fine of not more than NT$ 150,000 and shall assume on his own the civil liabilities arising therefrom, or shall be jointly and severally liable therefor, in case there are two or more violators. In addition, the company shall be enjoined by the competent authority from using its foreign corporate name.
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| Article 372 | A foreign company which establishes its branch office in the territory of the Republic of China shall appropriate funds exclusively for its operation of business therein and shall designate a representative to serve as its responsible person in the territory of the Republic of China.
Where the responsible person of a foreign company in the territory of the Republic of China refunds the funds under the preceding paragraph to the foreign company or such funds are withdrawn by the foreign company at will after the registration of the branch office, the responsible person shall be punished with imprisonment for a term of not more than five years, detention, or in lieu thereof or in addition thereto a fine in an amount of not less than NT$ 500,000 but not more than NT$ 2,500,0000.
Under any of the circumstances set forth in the preceding paragraph, the responsible person of a foreign company in the territory of the Republic of China shall be liable, jointly and severally with the foreign company, for the damages to be sustained by the third party or parties therefrom.
Upon conviction of the punishment set out in Paragraph Two hereinabove, the central competent authority shall cancel or nullify the registration of that company; provided, however, that the provision set out in this Paragraph shall not apply in case the unlawful act has been rectified by the company before the judgment becomes final.
After the responsible person, agents, employees or other personnel of the branch office of a foreign company have been convicted the crime of Offenses of Forging Instruments or Seals in the Chapter of the Criminal Code in filing an application for registration of its company incorporation or other company alterations, the central competent authority shall, ex officio or upon an application filed by an interested party, cancel or nullify such registration of the said company.
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| Article 373 | A foreign company shall not be registered as a branch office under any of the following circumstances:
- If its objective or business is in contrary to the law, public order or good custom of the Republic of China; or
- If any information or statement contained in the items or document of registration application filed by it is found false.
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| Article 374 | A foreign company which establishes its branch office in the territory of the Republic of China shall keep a copy of its Articles of Incorporation in the branch office. In case there are shareholders of unlimited liability, a roster of such shareholders shall also be kept.
The responsible person of a foreign company in the territory of the Republic of China who violates the provision set forth in the preceding paragraph shall be subject to a fine of not less than NT$ 10,000 but not more than NT$ 50,000. Any further failure of the same nature shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000 for each successive failure.
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| Article 375 | (Deleted)
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| Article 376 | (Deleted)
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| Article 377 | The provisions of Article 7, Article 12, Paragraph One of Article 13, Articles 15 to 18, Paragraphs One to Four of Article 20, Paragraphs One and Three of Article 21, Paragraph One of Article 22, and Articles 23 to 26-2 shall apply mutatis mutandis to a foreign company which establishes its branch office in the territory of the Republic of China.
The responsible person of a foreign company in the territory of the Republic of China who violates Paragraph One or Two of Article 20 as applied mutatis mutandis in the preceding paragraph shall be imposed with a fine of not less than NT$10,000 but not more than NT$50,000; such person who violates Paragraph Four of Article 20 as applied mutatis mutandis in the preceding paragraph by evading, impeding or refusing the examination or failing to make the submission thereof after expiry of the deadline date shall be imposed with a fine of not less than NT$20,000 but not more than NT$100,000.
The responsible person of a foreign company in the territory of the Republic of China who violates Paragraph One of Article 21 as applied mutatis mutandis in the Paragraph One by evading, impeding or refusing the examination shall be imposed with a fine of not less than NT$20,000 but not more than NT$100,000. If the examination is still evaded, impeded, or refused, a fine of not less than NT$40,000 but not more than NT$200,000 shall be imposed consecutively for each time of non-compliance.
The responsible person of a foreign company in the territory of the Republic of China who violates Paragraph One of Article 22 as applied mutatis mutandis in the Paragraph One by refusing to present evidential documents, vouchers, books and statements and other relevant information shall be imposed with a fine of not less than NT$20,000 but not more than NT$100,000. Any further refusal shall be imposed with a fine of not less than NT$ 40,000 but not more than NT$ 200,000 for each successive refusal.
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| Article 378 | A foreign company which establishes its branch office in the territory of the Republic of China and which desires to cease conducting business therein, shall apply to the competent authority for nullifying the registration of the branch office; however it may not be exempted from any obligation and debt incurred by it prior to the filing of such application.
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| Article 379 | In any of the following events, the competent authority shall, ex officio or upon an application filed by an interested party, nullify the branch office registration of a foreign company in the territory of the Republic of China:
- The foreign company has been dissolved;
- The foreign company has been declared bankrupt; or
- The branch office of a foreign company in the territory of the Republic of China has satisfied one of the Items listed in Article 10.
The aforesaid nullification of the registration under the preceding paragraph shall in no way impair the rights of creditors and the obligations of the foreign company.
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| Article 380 | A foreign company which cancels or nullifies all of its branch offices in the Territory of the Republic of China shall complete liquidation of its business within the territory of the Republic of China or right and obligation incurred by its branch offices. Any outstanding obligation shall still be discharged by such foreign company.
The aforesaid liquidation shall be undertaken, unless a liquidator is otherwise designated by the foreign company, by the responsible person of the foreign company within the territory of the Republic of China or the managerial officer of its branch office. The provisions of this Act pertaining to the process of liquidation applicable to different classes of companies shall apply mutatis mutandis to such foreign companies according to their respective nature.
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| Article 381 | The property of a foreign company within the territory of the Republic of China shall not be moved out of the territory of the Republic of China during the time of liquidation and shall not be disposed of except by the liquidator in the execution of the liquidation.
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| Article 382 | The responsible person, managerial officer of its branch office or the designated liquidator of a foreign company within the territory of the Republic of China who acts in contravention of the provisions of the two preceding articles shall be jointly liable with such foreign company in respect of the transactions done within the territory of the Republic of China or obligation contracted by its branch office.
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| Article 383 | (Deleted)
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| Article 384 | (Deleted)
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| Article 385 | (Deleted)
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| Article 386 | A foreign company which, having no intention to set up a branch office to transact business within the territory of the Republic of China, has not applied for branch office registration, but designates a representative for establishing an representative's office in the territory of the Republic of China, shall file a registration application with the competent authority.
If a foreign company has no intention to continuously set up the representative's office after the establishment of such office, it shall apply for nullification of the registration with the competent authority.
If there is vacancy of the representative in the representative's office or the office moves to an unknown place, the competent authority shall, ex officio, order the foreign company to designate a representative or change the location of the office within a certain time limit; if the foreign company still fails to do so after expiry of the deadline date, the competent authority may nullify the registration of the representative's office.
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