Taiwan: Understanding Company Act Article 22-1

Last Updated: 11 December 2018
Article by Angela Wu

Taiwan recently completed what many consider to be the largest overhaul of its Company Act in nearly 20 years. Important changes have been made in a focused effort to boost corporate governance, and strengthen the country's Anti-Money Laundering (AML) controls.

One of the three 'Asian Tigers', Taiwan boasts a resilient banking sector and an active and diverse stock exchange. To further encourage foreign investment, the government has been easing restrictions on foreign ownership in recent years and looking to enhance corporate governance.

Earlier this year, and following lengthy discussions, the Legislative Yuan passed amendments to the Company Act, which first took effect in July 1931. One agreed amendment was to add Article 22-1, which is also being referred to as an AML clause. This new clause took effect on 1 November 2018.

What is Article 22-1 and why has it been introduced?

Article 22-1 stipulates that board directors, supervisors and managers, as well as shareholders with at least a 10% stake in the company, now need to declare their involvement in the entity. They must also declare any changes in their shareholding within 15 days.

The amendment was introduced to help Taiwan ahead of a detailed evaluation by the Asia/Pacific Group on Money Laundering. Article 22-1 has been perceived as a crucial factor to the group's assessment.

Those who violate these new provisions will be liable to a fine of between NT$50,000 and NT$500,000, if they fail to fulfil their obligations within a period of time stated by the Ministry of Economic Affairs (MOEA). The fine will increase if they continue to ignore these requirements and their company's registration may also be revoked.

What do you need to do and by when?

Locally-incorporated companies operating in Taiwan (with the exception of listed/public companies, branch/representative offices of a foreign company, or companies with investment from government authorities) are now required to do the following.

1. Complete an online registration of directors, supervisors, registered managerial officers and shareholders with at least 10% of outstanding shares or paid-in capital. This must be done by 31 January 2019.

Your online registration must confirm, or edit the following data if what the MOEA portal currently shows is outdated:

  • Name
  • Nationality
  • Birthday/date of incorporation
  • Personal ID number/tax ID
  • Shares or capital by person.

2. Report annually, and update the following information within 15 days of making any changes on the MOEA portal.

  • Number of shares or amount of contribution of each shareholder who holds in excess of 10% of outstanding shares or paid-in capital of the company
  • Number of shares or amount of contribution of directors and supervisors who hold in excess of 10% of outstanding shares or paid-in capital of the company
  • Number of shares or amount of contribution of registered managerial officers who hold in excess of 10% of outstanding shares or paid-in capital of the company
  • Name, nationality, company ID, passport number and birthday/date of incorporation of all shareholders, directors, supervisors and registered managerial officers.

Talk to us

The amendments to the Company Act, including the introduction of Article 22-1, are now a core part of a company's corporate governance and AML activities whilst operating in Taiwan.

TMF Taiwan has wide-ranging expertise in accounting, corporate secretarial services, tax, HR and payroll. We can provide a comprehensive range of corporate services to help you reduce risks, be compliant, control costs and simplify your operations.

Through our local expertise and strengths in AML, we can help you to be fully up-to-date with all the latest regulation in Taiwan.

Get in touch with us today.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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