Best Corporate & Commercial Lawyers in Taiwan

About Corporate & Commercial Law in Taiwan

Corporate and commercial law in Taiwan forms the legal backbone for businesses operating within the jurisdiction. These laws cover a broad range of business activities, including company formation, corporate governance, mergers and acquisitions, contracts, foreign investment, and commercial transactions. Taiwan's economic landscape is supportive of both domestic and foreign enterprises, offering a dynamic and well-regulated legal environment. The legal framework balances the need for robust commercial activity with investor protection and transparency through enforcement of statutory requirements and regulatory oversight.

Why You May Need a Lawyer

Seeking legal advice in corporate and commercial matters is crucial for ensuring compliance, managing risk, and protecting your interests. Common situations where you may require a lawyer include:

• Setting up a new company or subsidiary in Taiwan
• Drafting, reviewing, or negotiating contracts with business partners, suppliers, or customers
• Managing mergers, acquisitions, or joint ventures
• Understanding foreign investment regulations and structuring cross-border transactions
• Handling disputes related to business transactions, breaches of contract, or partnership disagreements
• Ensuring corporate governance and compliance with Taiwanese laws
• Navigating business dissolution, bankruptcy, or restructuring
• Protecting intellectual property rights during commercial activities
• Addressing tax considerations linked to corporate operations

Engaging a specialist lawyer helps minimize legal risks and ensures that your business practices comply with local requirements.

Local Laws Overview

The key aspects of Taiwan's corporate and commercial law include:

• Company Act: This law governs company formation, types of companies (including limited companies, companies limited by shares, and branch offices), corporate governance, shareholder rights, and dissolution.
• Business Registration: Most businesses must register with the competent local authority to legally operate in Taiwan.
• Foreign Investment: The Foreign Investment Approval Act allows foreign investors to set up companies, with certain restrictions in sensitive industries. Approvals may be required from relevant government agencies.
• Commercial Transactions: Contract law and the Civil Code regulate sales, distribution, agency agreements, and other transactions. Written contracts are highly recommended.
• Mergers & Acquisitions: The Securities and Exchange Act and specific procedures under the Business Mergers and Acquisitions Act apply, especially for listed companies.
• Intellectual Property: Protection is provided by the Patent Act, Copyright Act, and Trademark Act, all relevant to commercial activities.
• Dispute Resolution: Civil courts handle most commercial disputes, and arbitration is also increasingly common in contract terms.
• Employment and Labor: The Labor Standards Act applies to employment relationships, with regulations on contracts, termination, and employee benefits.
• Taxation: Legal entities are subject to corporate income tax and VAT, and legal structuring can have significant tax implications.

Frequently Asked Questions

What types of companies can be formed in Taiwan?

The main types are companies limited by shares, limited companies, and branch or representative offices for foreign companies. Each type has specific formation and capital requirements.

Can foreigners own 100 percent of a Taiwanese company?

Yes, in most sectors, foreign investors can hold full ownership, but certain industries are restricted or require special government approval.

How long does it take to register a company?

Company registration usually takes about four to six weeks, depending on the business nature, required approvals, and document preparation.

What are the key requirements for corporate governance?

Companies must appoint directors, supervisors, and hold annual shareholders’ meetings. Record-keeping and reporting requirements are specified in the Company Act.

Are written contracts required for commercial transactions?

While verbal contracts can be legally binding, written contracts are strongly recommended for clarity and enforceability, especially with foreign parties.

What are the steps in a merger or acquisition?

Mergers and acquisitions involve due diligence, negotiations, contract drafting, government approvals, and, in some cases, notifications to shareholders and employees.

How is intellectual property protected for businesses?

Businesses should register patents, trademarks, and copyrights to secure legal protection and enforce rights against infringement through administrative or court actions.

Is arbitration recognized for commercial disputes?

Yes, Taiwanese law recognizes arbitration and commercial contracts often include arbitration clauses. The Arbitration Law outlines procedures for both domestic and international arbitration cases.

What taxes do companies need to consider?

Key taxes include corporate income tax, business (VAT) tax, and withholding tax for certain payments. Compliance with tax filings and payments is monitored by the National Taxation Bureau.

What are common compliance pitfalls for foreign investors?

These include misunderstanding business scope restrictions, not securing proper approvals, overlooking labor law obligations, and failing to comply with reporting requirements.

Additional Resources

There are several resources available for individuals and businesses seeking information or assistance with corporate and commercial matters in Taiwan:

• Investment Commission, Ministry of Economic Affairs - for foreign investment approvals and guidelines
• Department of Commerce, Ministry of Economic Affairs - for company registration and business regulations
• National Taxation Bureau - for corporate tax and reporting guidance
• Intellectual Property Office - for patent, trademark, and copyright registration
• Taipei Bar Association - for finding qualified lawyers specializing in corporate and commercial law
• Taiwan External Trade Development Council (TAITRA) - for business support and resources for foreign investors

Next Steps

If you require legal assistance in Taiwan for corporate or commercial matters, consider the following steps:

• Define your situation or business need, such as company setup, contract drafting, or dispute resolution
• Gather relevant documents and information, such as business plans, draft agreements, or ownership structures
• Contact a qualified Taiwanese lawyer or law firm with experience in corporate and commercial law
• Book an initial consultation to discuss your objectives, review your documents, and receive tailored legal advice
• Follow the legal professional’s recommendations and ensure all statutory requirements and registrations are correctly completed

Taking professional legal advice early on can prevent costly errors and ensure your business operates smoothly within Taiwan's legal framework.