萬國法律事務所

After cancelling the corporate minimum capital requirement, Taiwan’s Department of Commerce (DOC) under the Ministry of Economic Affairs now proposes a draft amendment of the Company Law (Draft Amendment. The Draft Amendment provides that the audit required to be conducted by a CPA could be completed within 6 months after the application for corporate registration of corporate establishment or change of capital. The Draft Amendment has been submitted to the Executive Yuan for further review.

The Vice President of the DOC has indicated that as Taiwan has become internationalized, Taiwan’s legal requirements must become more competitive with other countries. In addition to the transparency of the investment rules, the corporate establishment and other corporate registration procedures must be further simplified to facilitate foreign and domestic investors doing business in Taiwan.

The Draft Amendment includes minor amendments to four Articles in the Company Law; however, notably the above amendments are proposed only to apply to “cash” investments. If the investment is in a form other than cash, the Audit Procedure will remain unchanged such that a CPA will be required to conduct an audit before investment is made.

Another important amendment of the Company Law is in regard to the subjects that may be discussed in the Board of Directors Meeting. If any interest of a Director is involved in any subject, the Director shall be obligated to provide an explanation at the meeting to protect the interests of shareholders. For example, if the Board of Directors discusses a land-bidding at a meeting and one of the Directors is the seller of said land, such Director shall be obligated to explain his or her interests.