| Title： |
Regulations Governing Review of Applications for Reservation of Corporate Names and Business Scopes(2009.07.01) |
| Date： |
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Article 1
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These Regulations are enacted pursuant to the provisions set forth in Paragraph 4, Article 18 of the Company Act (hereinafter referred to as the "Act").
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Article 2
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Prior to incorporating a company or applying for an amendment to corporate registration of an existing company reflecting its (new) corporate name and/or business scopes, the applicant shall file an application for reserving a corporate name and business scopes (hereinafter referred to as "Reservation Application") with the Ministry of Economic Affairs (hereinafter referred to as the "MOEA").
A Reservation Application shall be filed by any of the following applicants:
1.Company Incorporation Registration: The applicant shall be one of the promoters of the proposed company limited by shares, a shareholder of the proposed limited company, an unlimited-liability shareholder of the proposed unlimited company with limited liability shareholders, or an unlimited-liability shareholder of the proposed unlimited company. If the applicant is a juristic person, the name of its statutory representative or of the representative to be designated by the applicant to exercise its rights as a shareholder of the company to be incorporated shall be stated in the Reservation Application.
2.Amendment to Corporate Registration: The applicant shall be the then current registered responsible person of the company.
3.Foreign Company: The applicant shall be the foreign company`s designated litigious and non-litigious agent or the manager of the branch to be incorporated in the territory of the Republic of China.
4.Only a certified public accountant or an attorney-at-law can be appointed as an agent to file the Reservation Application for an applicant referred to in any of the three preceding sub-paragraphs.
A Reservation Application is not required to be filed for narrowing the registered business scopes in the absence of the circumstance described in Paragraph 3, Article 9 of these Regulations, or for changing the form of its organization in accordance with the Act.
A Reservation Application shall be in the format stipulated by the MOEA and shall contain no more than five (5) proposed corporate names which shall be typed or printed via a computer thereon.
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Article 3
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Reservation is valid for six (6) months from the date of the approval of the Reservation Application; provided that the term can be extended once for one month if an application for extension is filed prior to the expiration of the initial term.
If a company requires more time to prepare for its business operation pursuant to the applicable laws or regulations or due to the nature of the business involved, or because other legal procedure(s) or registration(s) is (are) required before completing the proposed registration, the term of reservation shall be otherwise notified by the MOEA.
If a company`s registration application is not filed during the term of reservation set forth in the preceding two Paragraphs, the approval of the Reservation Application shall become null and void.
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Article 4
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The applicant of any approved Reservation Application is not permitted to be replaced during the term of reservation; unless a justifiable cause is submitted to and approved by the competent authority.
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Article 5
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Corporate names shall be in Chinese characters which can be found in the "Chinese Dictionary" compiled and published by the Ministry of Education of the Republic of China, the "Chinese Thesaurus", the "Collective Dictionary of Chinese Characters", the "Kang Xi Chinese Dictionary" or other generally acceptable Chinese dictionaries.
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Article 6
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Whether or not two corporate names are the same with each other shall be decided based on an overall view of the specific parts of the two corporate names. If both corporate names` specific parts are not the same, they shall be considered different.
Where two corporate names contain the same specific parts, but also contain other characters indicating different businesses or any characters distinguishing both corporate names from the other, the two corporate names shall be considered different.
The distinguishing characters contained in a corporate name as referred to in the preceding Paragraph shall not be any of the following characters:
1.Characters that identify the form of organization or the district, or are descriptive such as new, good, old, big/large, small, true, genuine, original, pure, real, authentic, orthodox, hall, mark, trading, firm or association.
2.If two corporate names contain the same specific parts and indicate the same type of business, the characters added thereafter indicating the organization or the nature of business, such as enterprise, business, business development, business promotion, industry or commerce.
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Article 7
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In addition to the specific part and form of organization, the following characters may also be used in a corporate name:
1.the characters that identify the district.
2.the characters that identify the type of business.
3.the characters meaning hall, mark, trading, enterprise, business, business development, business promotion, industry, or commerce which are generally used to identify the organization or the nature of business.
Where any of the characters referred to in Item 2 or Item 3 of the preceding Paragraph is used in a corporate name, such characters shall be arranged in the same order as the foregoing Items and placed after the specific part but before the form of organization.
The corporate name of a foreign company shall indicate the company`s nationality which shall be placed before the district name or the specific part of the corporate name.
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Article 8
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Where the name of a district is reflected in a corporate name, the district name shall be placed before the specific part of the corporate name, and limited to the name of the province (municipality), or county (city) in which the head office of the company is located.
Where the change of a corporate name is necessary due to a merger, and the new corporate name after the merger is a combination of the specific parts of the corporate names of the surviving company and the dissolved company, and their specific parts contain any district name, such district name is permitted to be placed after the specific part of the new corporate name.
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Article 9
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Only one type of business is allowed to be reflected in a corporate name.
The restriction set forth in the preceding Paragraph does not apply to a foreign company which has submitted an evidentiary document issued by a competent representative office of the Republic of China overseas.
Where a corporate name contains characters indicating a business which requires special permission as set forth in Paragraph 1, Article 17 of the Act, if such special permission is revoked or its registration is cancelled, an application for the change of the corporate name shall be filed.
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Article 10
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The specific part of a corporate name shall not contain:
1.only one character;
2.a series of four or more of the same character, or characters for two or more of the same phrase.
3.the name of the Republic of China or any other country; except where the corporate name of a foreign company contains the name of its home country.
4.the characters set forth in Item 2 and Item 3, Paragraph 1, Article 7 of these Regulations, or those of the name of a commodity.
The characters reflecting the following shall not be used in a corporate name:
1.administrative office, service center, welfare center, activity center , farmers` association, fishermen`s association, trade association, industrial union, institution, joint society, welfare society, cooperative, symposium, seminar, production or sales class, research institute, firm, social association, social club, mutual assistance association, service station, university, college, cultural relics gallery, community, temple, fund, association, judicial person of corporation or foundation, or any name which may mislead the public into believing that the company has any connection with the government or a public welfare organization.
2.Affiliate, business relations, relationship, group, alliance, franchise, or any other characters indicating joint business operation.
3.Any other inappropriate characters.
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Article 11
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The business scopes of a company shall be stated in codes and business types as set forth in the MOEA’s List of Codes of Business Items of Companies and Firms, but a statement in code and business type indicating that the business "may operate any business not prohibited or restricted by laws or regulations, except for those that require special permission" alone is not allowed.
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Article 12
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A Reservation Application shall be denied if the business to be operated by the company to be incorporated,
1.would be in violation of public order or good morals;
2.could be operated only by specific professional(s) or technical personnel;
3.is not a business operated by any profit-seeking enterprise;
4.is allowed to be operated only by the government in accordance with the law; or
5.would fulfill any other conditions prescribed under laws or regulations.
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Article 13
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An approval or denial decision shall be rendered on a Reservation Application for the corporate name. An order requiring a correction or modification shall be issued in the event of any typographic error or unclear description in the business scope. A Reservation Application shall be denied in the event of a violation of any of the provisions set forth in the preceding two Articles.
A Reservation Application shall be denied where the corporate name stated therein is a violation of any of the provisions set forth in Article 5 or Articles 7 through 10 of these Regulations.
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Article 14
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These Regulations shall take effect as of the date of promulgation hereof.
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