| Title： |
Rules Governing Company Registration and Recognition(2003.10.01) |
| Date： |
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Article 1
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These Rules are enacted pursuant to Paragraph 4, Article 387 of the Company Law (hereinafter referred to as the "Law").
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Article 2
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With regard to the application documents required by the Law, the applicant may prepare such documents in the form of electronic documents prefixed with authorized electronic signature; and may transmit the application package via electronic mail network.
Electronic signature as required in the preceding paragraph shall be prefixed to the documents using the company identification card issued by the Certificate Authority of the Ministry of Economic Affairs, if the applicant is a company; or using the natural person identification card issued by the Certificate Authority of the Ministry of Interior or Government Certification Authority, if the applicant is a natural person.
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Article 3
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An unlimited company, an unlimited company with limited liability shareholders or a limited company shall, within fifteen (15) days after the stipulation of its articles of incorporation, file a company incorporation registration application with the competent government authorities.
In the case of a company limited by shares which is organized by promoters, the responsible person authorized to represent the company shall, within fifteen (15) days after having assumed office, file a company incorporation registration application with the competent government authorities, unless a specific recordation date for the approval of its incorporation registration is otherwise approved by the relevant competent authorities in charge of the company.
In the case of a company limited by shares which is organized through public offering of its capital shares, the responsible person authorized to represent the company shall, within fifteen (15) days after the conclusion of the inaugural meeting, file a company incorporation registration application with the competent government authorities, unless a specific recordation date for the approval of its incorporation registration is otherwise approved by the relevant competent authorities in charge of the company.
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Article 4
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For the dissolution of a company, except by reason of bankruptcy, an application for dissolution registration, stating therein the cause of dissolution, shall be filed with the competent government authorities by the company within fifteen (15) days after the dissolution order or the dissolution judgment is issued, if the company is ordered to dissolve by the competent authorities or by a court; or within fifteen (15) days after the commencement date of the dissolution process, if the company is dissolved due to any other cause of dissolution.
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Article 5
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When companies are undergoing a consolidation or merger, applications for the following registrations shall be filed respectively with appropriate competent government authorities within fifteen (15) days after the implementation of the consolidation or merger, unless a specific recordation date for the approval of the consolidation or merger registration is otherwise approved by the relevant competent authorities in charge of the company:
1.the amendment to the registration of the surviving company;
2.the dissolution registration for the dissolved company; and
3.the incorporation registration for the company newly incorporated after the consolidation or merger.
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Article 6
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When companies limited by shares are undergoing a spin-off, applications for amendment, dissolution or incorporation shall be filed with the competent government authorities respectively within fifteen (15) days after the implementation of the spin-off, unless a specific recordation date for the approval of the company spin-off registration is otherwise approved by the relevant competent authorities in charge of the company.
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Article 7
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For the establishment of a branch office, a registration application stating therein the following particulars shall be filed with the competent government authorities for registration within fifteen (15) days after the establishment of the branch office:
1.the name of the branch office;
2.the location of the branch office; and
3.the branch manager's name, domicile or residence, and the uniform number of the identity card or the serial number of any other identity certificate issued by the government to the branch manager of the branch office.
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Article 8
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Upon relocation or revocation of a branch office, an application for registration of such relocation or revocation shall be filed with the competent government authorities within fifteen (15) days after its relocation or revocation.
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Article 9
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Upon appointment or discharge of any managerial officer of a company, a registration application stating therein the following particulars for registration shall be filed with the competent government authorities, within fifteen (15) days after the date of his/her reporting to duty or departure from the company:
1.the managerial officer's name, domicile or residence, and the uniform number of the identity card or the serial number of any other identity certificate issued by the government to the managerial officer; and
2.the date of the managerial officer's reporting to duty or departure from the company.
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Article 10
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Where a company temporarily suspends its business operation for a period of over one month, an application for registration of business suspension shall be filed within fifteen (15) days prior to or after the date of business suspension, and an application for registration of business resumption shall be filed within fifteen (15) days prior to or after the date of such business resumption; provided, however, that the company shall be free from this requirement, if the company has otherwise filed for recordation of such business suspension or business resumption in accordance with the relevant provisions under the Value-added and Non-value-added Business Tax Law.
Where a company fails to commence its business operation within six (6) months after having completed its incorporation registration, an application for extension of business commencement date shall be filed with the competent government authorities within the foregoing time limit.
The maximum period of business suspension or extension of business commencement date which may be applied for by a company under the preceding two Paragraphs shall not exceed one year.
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Article 11
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A company limited by shares shall, each time when issuing new shares, file with the competent government authorities an application for registration of the newly issued shares within fifteen (15) days after completing the issuance of new shares, except in the event where the relevant competent authorities in charge of the company have approved that the amendment registration to reflect the issuance of new shares shall be made on the recordation date of the capital increase.
A limited company shall, when increasing its capital, file with the competent government authorities an application for registration of the new shares to be issued within fifteen (15) days after amendment to its Articles of Incorporation to reflect the increase of its capital. Moreover, if a recordation date for such capital increase plan is fixed, the foregoing registration application shall be filed within fifteen (15) days after the pre-determined recordation date for such capital increase plan.
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Article 12
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A company limited by shares shall, each time when reducing its capital, file with the competent government authorities a registration application within fifteen (15) days after completion of the capital reduction plan.
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Article 13
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Where a foreign company intends to do business within the territory of the Republic of China, it shall first apply for and obtain recognition from the competent government authorities, and shall, within fifteen (15) days after obtaining the recognition, apply with the competent government authorities for the establishment registration of a branch office.
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Article 14
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The minimum amount of working capital to be appropriated by a foreign company for exclusive use in financing its business operations in the territory of the Republic of China shall be no less than One Million New Taiwan Dollars (NT$1,000,000) in the case of a company limited by shares; or Five Hundred Thousand New Taiwan Dollars (NT$500,000) in the case of a limited company.
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Article 15
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Upon any change in the particulars registered in a company or a foreign company registration, an application for amendment to the registration shall be filed with the competent government authorities within fifteen (15) days after occurrence of such change. However, if the cause of such change is due to the death of a shareholder of a limited company, the company amendment registration application may be filed within fifteen (15) days after receipt of the estate tax certificate.
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Article 16
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Particulars required to be registered and all the documents, tables and statements required to be submitted along with respective registration applications under the Company Law are enumerated in detail in Table 1 through Table 5 annexed hereto.
In case any of the documents, tables and statements to be submitted along with the relevant registration applications as required in the preceding Paragraph is written in a foreign language, a Chinese translation thereof shall be annexed thereto.
In case that the company incorporation registration, company amendment registration for capital increase, or registration of company spin-off or merger shall be effected on a specific recordation date as prescribed by the relevant competent authorities in charge of the company, for the auditor's report for certification of capital and all necessary attachments thereto, which are required as attachments to the relevant registration application under Paragraph One hereof, a provisional auditor's report for certification of capital may be prepared and submitted prior to the foregoing specific recordation date, followed by a supplemental auditor's report for certification of capital as of the recordation date within fifteen (15) days following the specific recordation date.
The original of each shareholder's consent letter submitted by an unlimited company, an unlimited company with limited liability shareholders, or a limited company, shall be signed by the shareholder issuing such consent letter, and shall be affixed with the company seal identical to that registered with the competent government authorities.
A photocopy of the attendance list of directors submitted by a company limited by shares shall be signed by the directors present at a meeting of the board of directors, and shall be affixed with the company seal identical to that registered with the competent government authorities. The written consent letters issued by the directors and the chairman of the board of directors of a limited company, or by the directors and the chairman of the board of directors, and the supervisors of a company limited by shares shall be signed respectively, and the originals shall be submitted for examination and approval.
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Article 17
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These Rules shall take effect from the date of promulgation hereof.
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