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Registration of Offshore Overseas Chinese and Foreign Nationals
- New addition
- Basis:
Article 10 of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals (hereinafter referred to as "the Regulations"), Point 7 of the Directions for Futures Trading by Overseas Chinese and Foreign Nationals (hereinafter referred to as "the Directions"), Articles 77-4 and 77-5 of the Operating Rules of the Taiwan Stock Exchange Corporation (TWSE), and Article 44-4 of the Operating Rules of the Taiwan Futures Exchange Corporation (TAIFEX).
- Qualification:
The term "offshore overseas Chinese and foreign nationals" means overseas Chinese, foreign natural persons and foreign institutional investors outside the territory of the Republic of China (ROC).
- Offshore overseas Chinese and foreign natural persons mean those who have a nationality other than the Mainland Area, are at least 20 years old and hold an identification certificate.
- Offshore foreign institutional investors mean those institutions incorporated outside the territory of the ROC, according to the laws and regulations of the locale.
- Application Documents
- Registration Application Form: The agent (or representative) of the offshore overseas Chinese and foreign nationals shall fill out a "Application Form for Registration of Offshore Foreign Institutional Investors to Invest in ROC Securities or Trade ROC Futures" as in Form 1-1-1 and "Application Form for Registration of Offshore Overseas Chinese and Foreign Natural Persons to Invest ROC in ROC Securities or Trade ROC Futures," Form 1-1-2.
- Documents Enclosed: When applying for registration, offshore overseas Chinese and foreign nationals shall prepare the following documents:
- Power of attorney to agent or letter of appointment to representative.
- Identification certificates
- Offshore Overseas Chinese and Foreign Natural Persons: passport, identification certificate or other documents with a photo attached which can prove the applicant's nationality or status.
- Offshore Foreign Institutional Investors
- Non-fund Type
- Corporation
- Certificate of incorporation issued by a local governing authority such as a company registration certificate; if there is no company registration certificate, the following documents may serve as replacement:
- The articles of incorporation which the local governing authority has on record.
- Qualification certificate issued by the local tax authorities.
- Statement of purpose of registration of TWSE/TPEx primary listed companies, emerging stock companies or TWSE/TPEx secondary listed company.
- BOther organizations established according to law, such as government investment institutions, non-profit organizations, foundations and academic organizations. The certificate or the letter from the local governing authority approving their establishment should be presented; if there is no such certificate or letter, the following documents may serve as replacement:
- The articles of incorporation which the local governing authority has on record.
- The regulations or rules enacted as the basis for the establishment of the applicant.
- Qualification certificate issued by the local tax authorities.
- Type of Fund
- The certificate or the letter from the local governing authority approving its establishment should be presented; if there is no such certificate or letter, any of the following documents may serve as replacement:
- The record published in the web site of the local governing authority showing that the fund has completed its establishment registration.
- Document, such as an offering prospectus, trust contract, or memorandum for private placement, that can serve to show that the local governing authority has accepted the filing or has created a record.
- Qualification certificate issued by the local tax authorities.
- In case that the fund was established by an international organization not subject to government supervision in any jurisdiction, copies of the meeting minutes regarding the establishment of the fund by the international organization and the statement of its decision to invest in the Taiwan market.
- In the case of an applicant for registration in the form of a subfund, if it is unable to provide documents as provided in point (i), it shall substitute the following documents:
- Document in compliance with point (i) for the parent fund.
- Document specifying the legal or regulatory basis of the establishment of the subfund, and sufficient to prove the relationship between the parent fund and the subfund.
- When necessary, the TWSE or TAIFEX may require the offshore foreign institutional investors of the fund type which checks "hedging" or "investment" and "hedging" in Point 2 of the Declaration Items in the Registration Application Form to provide its articles of incorporation or the establishment contract, or documents explaining the investment or trading strategies.
- Process Flow
- Transmission of the Registration Application Form: Once the agent (or representative) of the offshore overseas Chinese or foreign national applying for registration transmits the Registration Application Form online through the TWSE system, the TWSE will, after on-line review of information transmitted through computer has been completed, issue the "Certificate of Completed Registration for Offshore Overseas Chinese and Foreign Nationals," Form 1-2.
- Relevant Materials: After transmitting the registration application data through the TWSE system, the agent (or representative) of the offshore overseas Chinese or foreign national applicant shall deliver to the TWSE in writing for recordation a photocopy or electronic file of the English version of the registration application form in Point C.a., signed personally by the applicant for registration (identical to the contents of the information transmitted to the TWSE system), and shall represent that the photocopy or electronic file is a true copy of the original. The TWSE will review these materials periodically. The agent (or representative) of the offshore overseas Chinese or foreign national shall retain a full set of the documents provided in Point C.b.
- Denial of registration: The TWSE or TAIFEX may deny the registration if any of the following circumstances applies to the offshore overseas Chinese or foreign national applying for registration:
- The registration documents or the particulars they contain are found to be fraudulent or untrue;
- An incomplete set of registration documents is submitted or the documents have not been fully filled out, and the applicant has failed, upon notification by TWSE or TAIFEX, to supplement the documents within five days; or
- There is a serious violation of the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals or the laws and regulations concerning securities or futures administration.
- Amendment
If any content of the registration items of the offshore Chinese or foreign national has changed, the agent (or representative) should apply to the TWSE for amendment of the registration.
- Application:
- Name Change
Amendment Registration Application Form: The agent (or representative) of the offshore Chinese or foreign national should transmit the "Registration Application Form for Name Change by Offshore Overseas Chinese and Foreign Nationals" as in Form 1-3-1 and “Registration Application Form for Amendment of Other Items by Offshore Overseas Chinese and Foreign Nationals” as in Form 1-3-3 online through the TWSE system. Once no error is found in an online check through the TWSE system, the agent can print out the "Certificate of Amendment Registration Completion for Offshore Overseas Chinese and Foreign Nationals," Form 1-4, with which the agent can apply to securities brokers or futures commission merchants for name change. The related documents need not be filed for recordation with the TWSE, but the TWSE or TAIFEX may require the applicant to provide related information when necessary.
- Change of the Agent or Representative
Amendment Registration Application Form: The pre-amendment agent (or representative) of the offshore overseas Chinese or foreign national should transmit the "Registration Form for Change of the Agent or Representative by Offshore Overseas Chinese and Foreign Nationals," Form 1-3-2, and the post-amendment agent (or representative) of the offshore overseas Chinese or foreign national should transmit the “Registration Application Form for Amendment of Other Items by Offshore Overseas Chinese and Foreign Nationals,” Form 1-3-3, online through the TWSE system. The agent should then print out the "Certificate of Amendment Registration Completion for Offshore Overseas Chinese and Foreign Nationals," Form 1-4, with which the agent can apply to securities brokers or futures commission merchants for the name change. The related documents need not be filed for recordation with the TWSE, but the TWSE or TAIFEX may require the applicant to provide related information when necessary.
- Amendment of Other Items: For changes in the following items of the registration form, the agent (or representative) of the offshore overseas Chinese or foreign national should transmit the “Registration Application Form for Amendment of Other Items by Offshore Overseas Chinese and Foreign Nationals,” Form 1-3-3, online through the TWSE system, and the relevant documents and information need not be sent to the TWSE for recordation, but the TWSE or TAIFEX may require the investor or trader to provide related information when necessary: Item Three, Type, Item Four, Declaration Items, Item Five, background information of the shareholders, Item Six, other basic information, and Item Seven, insider information.
- Cancellation
- Application for Cancellation by Overseas Chinese or Foreign Nationals:
- Cancellation Registration Form: Where the agent (or representative) of the offshore overseas Chinese or foreign national applying for cancellation is not a futures commission merchant, it should transmit the "Registration Cancellation Application Form for Offshore Overseas Chinese and Foreign Nationals," Form 1-5, online through the TWSE system, and fax or email a copy of Form 1-5, the power of attorney for declaration of tax return and tax payment and the letter of consent issued by the tax collection authority to the TWSE for verification. Then the agent can print out the Certificate of Completed Registration Cancellation, Form 1-6, and go to the securities firm or futures commission merchant to cancel the account.
- Where the agent (or representative) of the offshore overseas Chinese or foreign national applying for cancellation is a futures commission merchant, it should transmit the "Application Form for Cancellation of Registration of Offshore Overseas Chinese and Foreign Nationals," Form 1-5, online through the TWSE system, and fax or email a copy of Form 1-5 to the TWSE for verification. Then the agent may print out the completed Certificate of Cancellation Registration, Form 1-6, and proceed to the futures commission merchant to cancel the account.
- Cancellation of registration by the TWSE and TAIFEX
- If the overseas Chinese or foreign national has violated Article 11, paragraph 2 of the Regulations, or Point 8, paragraph 2 of the Directions, or is found by a competent authority governing relevant business to have violated relevant laws or regulations, the TWSE or TAIFEX may cancel the registration, and notify the securities firm or futures commission merchant where the account has been opened to proceed in accordance with the following provisions:
- The securities firm may not accept buy orders, provided that this restriction does not apply where the buy orders are for the purpose of returning borrowed securities in securities borrowing and lending transactions. The securities broker will cancel the account after the account balance has been settled.
- The futures commission merchant shall immediately stop accepting trading orders, provided that this restriction does not apply to orders for disposing of existing transactions. The futures commission merchant shall immediately cancel the account after the claims and obligations of the account have been fully settled.
- When six full months have passed after the cancellation of the account of the overseas Chinese or foreign national by the TWSE or TAIFEX and the cause for the cancellation has been extinguished or improved, the agent (or representative) of the overseas Chinese or foreign national may submit by letter relevant data to the TWSE or TAIFEX to apply for restoration of registration, provided that if the circumstances are severe, the required time period before restoration after the cancellation may be extended to 2 years, or the cancellation may be made permanent. If the reason for the cancellation involves violation of foreign exchange related laws and regulations, the matter shall be referred to the competent authority, which shall consult the opinion of the competent authority governing foreign exchange business.
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Application for registration of Mainland Area investors
- New addition
- Basis:
Article 7 of the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland Area Investors (the "Mainland Area Investor Regulations"), Article 77-7, 77-8 of the Operating Rules of the Taiwan Stock Exchange Corporation, and Article 44-4 of the Operating Rules of the Taiwan Futures Exchange Corporation.
- The meaning of "Mainland Area investors" in these Directions is restricted to the persons in the subparagraphs below:
- Qualified institutional investors of the Mainland Area ("Mainland institutional investors").
- Employees of TWSE or TPEx listed companies to whom securities have been duly issued in accordance with law and regulation and who have household registrations in the Mainland Area ("Mainland Area employees").
- Shareholders of juristic persons organized and registered under the laws of foreign nations whose shares, or certificates evidencing shares, are listed or traded on the TWSE or the Taipei Exchange (TPEx), where such shareholders are duly organized and registered in or have household registrations in the Mainland Area and where such shareholders are companies in a third place invested by individuals, juristic persons, groups or other organizations from the Mainland Area ("Mainland Area shareholders").
- Others permitted by the competent authority.
- Application documents:
- Registration application form: The agent (or representative) of the Mainland Area investor shall fill out an "Application Form for Registration of Mainland Area Investors Investing in ROC Securities or Trading of ROC Futures," Form 3-1.
- Documents to be attached: Mainland Area investors applying for registration shall submit a complete set of the following documents:
- The agent's power of attorney or the representative's letter of appointment.
- Identification documents.
- Mainland institutional investors: A certificate or letter issued by the competent Mainland Area authority approving the institutional investor's establishment and its conformance with eligibility criteria.
- Segregated collective investment account for Mainland Area employees of overseas subordinate companies or branch companies of TWSE listed or TPEx listed companies: Documentation of incorporation issued by the local government where the foreign subordinate company or branch company of the TWSE or TPEx listed company is located.
- Segregated collective investment account for Mainland Area employees of TWSE (or TPEx) primary listed companies: Documentation of incorporation issued by the local government where the TWSE (or TPEx) primary listed company is located.
- Mainland Area shareholders:
- Natural persons: A passport, national ID, or other photo identification papers sufficient to establish their identity and Mainland Area nationality.
- Juristic persons or other lawful entities: Documents issued by the Mainland Area government approving establishment.
- Companies in a third place invested by individuals, juristic persons, groups or other organizations from the Mainland Area: Documentation of incorporation issued by the local government, such as documents proving incorporation of the company.
- Other documentation.
- Mainland institutional investors:
- Documentation issued by the competent Mainland Area securities, banking or insurance authority approving the qualifications of the institutional investor.
- Documentation issued by the competent Mainland Area authority over foreign exchange business showing the approved limit on foreign investment.
- Segregated collective investment account for Mainland Area employees of overseas subordinate companies or branch companies of TWSE or TPEx listed companies:
- An original copy of the declaration by the overseas subordinate company or branch company of the TWSE or TPEx listed company stating that it has obtained authorization from the of Mainland Area employees.
- Photocopies of documents showing filing with the competent authority for effective registration for the issuance by the TWSE or TPEx listed company of new shares or employee share subscription warrants, or the company's repurchase of employee-held shares.
- A photocopy of meeting minutes from the relevant board of directors meeting of the TWSE or TPEx listed company showing passage of the given repurchase of company shares for transfer to employees pursuant to Article 28-2, paragraph 1, subparagraph 1 of the Securities and Exchange Act, the issuance of share subscription certificates to employees pursuant to Article 28-3 of the same Act, or the issuance of new shares pursuant to Articles 235-1 and 267 of the Company Act.
- Segregated collective investment account for Mainland Area employees of TWSE (or TPEx) primary listed companies:
- An original copy of the declaration by the TWSE (or TPEx) primary listed foreign issuer stating that it has obtained authorization from the Mainland Area employees.
- Photocopies of documents showing filing with the competent authority and effective registration for the issuance by the TWSE (or TPEx) primary listed foreign issuer of new shares, employee share subscription warrants, or the company's repurchase of employee-held shares.
- Mainland Area shareholders:
- In respect of Mainland Area shareholders, documents issued by the shareholder services agent of the foreign issuer showing that shares (or certificates evidencing shares) issued by that foreign issuer were already held by said shareholders prior to the TWSE or TPEx listing of the issuer. Documents showing that the Mainland Area employees were allotted, subscribed to or were assigned shares pursuant to the laws of the country of registration, and photocopies of documents of the foreign issuer showing filing with the competent authority and effective registration for the issuance of new shares, employee stock warrants, or the company's repurchase of employee-held shares.
- Documents issued by the shareholder services agent of the foreign issuer showing that shares issued by that foreign issuer were already held by the Mainland Area shareholders because of direct participation in private placement, cash capital increase, merger, acquisition or share swap prior to the TWSE or TPEx listing of the foreign issuer, or the approval reply of the TWSE or TPEx to the foreign issuer's direct investment report letter.
- Photocopies of declarations issued by Mainland Area employees of a subordinate company or branch company of a TWSE or TPEx listed company who are insiders of the parent company or by Mainland Area employees of a TWSE or TPEx primary listed company who are insiders, showing they are insiders of the TWSE or TPEx listed company or TWSE or TPEx primary listed company; documents showing Mainland Area employees were allotted, subscribed to or were assigned shares pursuant to the law; and documents of the foreign issuer of the TWSE or TPEx listed company or TWSE or TPEx primary listed company showing filing with the competent authority and effective registration for the issuance of new shares, employee stock warrants, or the company's repurchase of employee-held shares.
- If the Mainland institutional investor, on the declarations section of the registration form, checks "hedging," or "investment and hedging," the TWSE or TAIFEX may, as necessary, request that the investor or the trader provide the fund prospectus or the fund establishment agreement and related documents setting out its investment or trading strategies.
- Process flow:
- Transmission of registration application form: The agent (or representative) of the Mainland Area investor applying for registration first transmits the completed registration form online over the TWSE system, and when the information is reviewed through the system and found free of error, the TWSE will immediately issue a "Certificate of Completed Registration by Mainland Area Investor," Form 3-2.
- Related materials: After transmitting the registration application form through the TWSE system, the agent (or representative) of the Mainland Area investor applying for registration shall deliver a photocopy or electronic file of the registration application form in Point C.a. (either in Chinese or in English, provided that the content must be identical to the form transmitted to the TWSE), personally signed by the Mainland Area investor, to the TWSE for recordation. The TWSE will periodically undertake periodic reviews of the related materials. The Mainland Area investor's agent (or representative) shall retain a full set of the documents set out in Point C.b.
- Denial of registration: The TWSE or TAIFEX may deny a Mainland Area investor's application for registration under any of the following circumstances:
- The registration documents or particulars they list are found to be fraudulent or untrue.
- An incomplete set of registration documents is submitted or they have not been fully filled out, and the applicant has failed to supplement them within five days following notification by the TWSE.
- The investor is found to have committed a serious violation of the Mainland Area Investor Regulations or the regulations governing securities or futures.
- The investor's registration has been cancelled by the TWSE or the TAIFEX in accordance with securities or futures laws and regulations.
- Amendment
When there has been a change in the content of registration particulars by a Mainland Area investor who has already completed registration, the investor's agent (or representative) shall immediately apply to the TWSE to amend the registration.
- Application:
- Name change:
The Mainland Area investor's agent (or representative) transmits the "Application for Registration of Name Change by Mainland Area Investors," Form 3-3-1, and “Application for Registration of Amendment of Other Items by Mainland Area Investors,” Form 3-3-3, online through the TWSE system. After the form is reviewed through the system and found free of error, the "Certificate of Completed Amendment of Registration by Mainland Area Investor," Form 3-4, can be printed out and immediately used to carry out account opening amendment at a securities firm or futures commission merchant. Related documents and information need not be delivered to the TWSE for recordation, but the TWSE or TAIFEX may as necessary request the investor or trader to provide relevant information.
- Change of agent or representative:
After the Mainland Area investor's pre-amendment agent (or representative) transmits the "Application for Registration of Change of Agent (or Representative) by Mainland Area Investors," Form 3-3-2, , and the post-amendment agent (or representative) of the offshore overseas Chinese or foreign national transmit the “Application for Registration of Amendment of Other Items by Offshore Overseas Chinese and Foreign Nationals,” Form 3-3-3, online through the TWSE system and prints out the "Certificate of Completed Amendment of Registration by Mainland Area Investor," Form 3-4, it may be used immediately for account opening amendment at a securities firm or futures commission merchant. Related documents and information need not be delivered to the TWSE for recordation, but the TWSE or TAIFEX may as necessary request the investor or trader to provide relevant information.
- Amendment of other items:
For changes to the following items of the Registration Form, the Mainland Area investor's agent (or representative) will transmit the “Application for Registration of Amendment of Other Items by Offshore Overseas Chinese and Foreign Nationals,” Form 3-3-3, online through TWSE system, and rthe elevant documents and information need not be provided to the TWSE for recordation, but the TWSE or TAIFEX may require the investor or trader to provide related information when necessary: Item Two, Type, Item Three, Declaration Items, Item Four, Overseas Investment Limit Approved by the Competent Mainland Area Foreign Exchange Business Authority, Item Five, other basic information, and Item Six, insider information.
- Cancellation
- Application for Cancellation by Mainland Area Investors:
- When the agent (or representative) of the Mainland Area investor applying for cancellation is not a futures commission merchant, it shall transmit the "Application Form for Cancellation of Registration by Mainland Area Investor," Form 3-5, online through the TWSE system and fax or email a copy of the Form 3-5, power of attorney for declaration of tax return and tax payment and the letter of consent issued by the tax collection authority to the TWSE. After TWSE confirmation, it may print a "Certificate of Completed Cancellation," Form 3-6, and then proceed to the securities firm or futures commission merchant to carry out account cancellation.
- When the agent (or representative) of the Mainland Area investor applying for cancellation is a futures commission merchant, it shall transmit the "Application Form for Cancellation of Registration by Mainland Area Investor," Form 3-5, online through the TWSE system and fax or email Form 3-5 to the TWSE for confirmation. After TWSE confirmation, it may print a "Certificate of Completed Cancellation," Form 3-6, and then proceed to the securities firm or futures commission merchant to carry out account cancellation.
- Cancellation by the TWSE or TAIFEX
- If the registration by a Mainland Area investor has violated Article 8, paragraph 2 of the Mainland Area Investor Regulations, or is found by the competent authority governing relevant business to have violated relevant laws or regulations, the TWSE or TAIFEX may cancel the registration, and notify the securities firm or futures commission merchant where the account has been opened to proceed in accordance with the following provisions:
- The securities firm may not accept buy orders, and will cancel the account after the account balance has been settled.
- The futures commission merchant shall immediately stop accepting trading orders, provided that this restriction does not apply to orders for handling original transactions. The futures commission merchant shall immediately cancel the account after the claims and obligations of the account have been fully settled.
- When six full months have passed after the account of a Mainland Area investor has been cancelled by the TWSE or TAIFEX, and the cause for the cancellation has been extinguished or improved, the agent (or representative) may submit by letter relevant data to the TWSE or TAIFEX, to apply for restoration of registration, provided that where the circumstances are severe, the required time period before restoration after the cancellation may be extended to two years, or the cancellation may be made permanent. If the reason for the cancellation involves violation of foreign exchange related laws and regulations, the matter shall be referred to the competent authority, which shall consult the opinion of the competent authority governing foreign exchange business.
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