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Taiwan Branch Office Registration Package #TWLLC03

Taiwan Branch Office Registration Package #TWLLC03

This registration package includes the registration of branch office in Taiwan, provision of registered office for the first year, provision of a Litigious and Non-Litigious Agent for the first year and opening a corporate bank account in the name of the branch office in Taiwan. Practically, it covers all the formalities required for the setting up of a branch office in Taiwan except the legalisation of identification documents of the head office for the purpose of setting up the branch office.


The package is suitable for cleints for not intending to lease physical office and who do not have someone in Taiwan to be appointed as the Litigious and Non-Litigious Agent for the first year or at the time of registration of the branch office.


1. Features of Taiwan Branch Office

(1) No Distinct Legal Identity


In general, a Taiwan branch office of a foreign company does not have an independent legal personality. Establishing a branch in Taiwan theoretically subjects the foreign head office to the jurisdiction of the Taiwan courts.


A branch office does not have shareholders, directors or supervisor(s). The foreign head office shall appoint an individual as its agent for litigious and non-litigious matters and a branch manager. The same person may be designated as both the litigious and non-litigious agent and branch manager, or two different individuals may be designated. In either case, the designated agent and the branch manager receive all instructions from the foreign head office.


(2) Scope of Business


The branch office is allowed to carry out business activities different from those of the head office or as approved by the business registration authority or any other licencing authority in Taiwan if such licence is required.


(3) Name of Branch Office and Approval Required


The name of the branch is always in the following formation:


Name of country where the head office is registered + Name of the company + Taiwan branch office


Example: Hong Kong Kaizen Corporate Services Limited Taiwan Branch Office


Pre-approval is required for use of a name. It is possible to reserve a name of a proposed branch. It is essential to check that there is no similar or identical name on the register, which would prevent the company being incorporated.


(4) Registered Capital


As it is not a separate legal entity, there is no capital requirement for the registration of branch office in Taiwan. As such, it is purely a matter of the investor’s decision as to the amount of investment to be made for the branch office. However, we suggest amount of investment should be sufficient to cover the operating costs for running the branch before it could generate enough funds to support its own operation.


(5) Litigious and non-litigious agent


A branch is required to have a litigious and non-litigious agent. The agent must be a natural personal and reside in Taiwan.


(6) Manager


A branch is required to appoint manager and full details of that person must be filed with the Taiwan government. The manager must be a natural personal and can be any nationality.


(7) Registered Office/Business Address


A branch office must maintain a business address in Taiwan where the correspondence from Taiwan Government can be served and business is carried out.


(8) Taxes


A business in Taiwan is mainly subject to Business Tax (VAT) and Enterprise Income Tax.


Business Tax (VAT)
Business tax is assessed in accordance with law whenever goods or services are sold or goods imported within the territory of the ROC.


There are three different VAT rates:
(a) 5% tax for manufacturing industries
(b) 2% tax for banks, insurance companies, trust companies, securities firms, futures companies, bills and finance companies, and pawn brokerages.
(c) 1% tax for small-scale businesses and businesses which the Ministry of Finance has deemed as exempt from reporting total revenues.


Profit-Seeking Enterprises Income Tax
Those profit-seeking enterprises with a general headquarters within ROC territory shall pay consolidated profit-seeking- enterprise income tax on the income of all profit-seeking enterprises within and outside the ROC. Those profit-seeking enterprises with a general headquarters outside the ROC shall pay tax on only their ROC source income. If a foreign tax credit is available for income tax paid in other countries on income derived outside Taiwan, the credit may not exceed the incremental tax liability that would result if the foreign-source income were added to the Taiwan taxable income and taxed at the applicable domestic rate. For profit-seeking enterprises, the income taxes rate is 17% from 2010.


2. Procedures for Establishing a Branch Office in Taiwan by a Foreign Company

2.1 Preliminary Stage


(1) Lease of Office Space


Firstly, the parent company will have to enter into a tenancy agreement in relation to the office space to be used by the branch office. The office must be located in a commercial building.


(2) Legalisation of Identity Documents of the Head Office


The parent company is also required to arrange to have the identity documents, such as Certificate of incorporation and Articles of incorporation and bylaws (including all amendments to-date) of the parent company legalised by the Taiwan Embassy in the country where the parent company is registered.


(3) Legalization of Board Minutes and Power


The parent company is also required to issue and have the Board Minutes, Power of Attorney appointing the company’s litigious and non-litigious agent and Power of Attorney appointing the branch manager legalised by the Taiwan Embassy in the country where the parent company is registered.


(4) Other Documentation


The parent company at the same time needs to prepare other documents, such as photocopy of passports and address proof of the Agent and Manager.


2.2 Application for Registration of the Branch


(1) Name Search and Reservation


The registration process of a branch starts with name availability search. The name of the branch should follow the format:


Country name of the parent company + Name of Country where the parent company is registered + Taiwan Branch Office 


For example: 香港商啟源商務諮詢有限公司台灣分公司  


We will perform a name availability search with the Ministry Of Economic Affairs, R.O.C and confirm with you their availability. Should the search indicates that the preferred company names are available for registration, we then apply for the reservation of the preferred name  


(2) Examination and Approval


As for the timing of approval, Ministry Of Economic Affairs is required to make its decision within 10 workings days from receipt of all the documentation.  


(3) Opening bank account and capital verification


Once obtaining the approval from Ministry Of Economic Affairs, the person in charge of the branch is required to visit Taiwan for the purpose of account opening.


Once the account is opened, the parent company need to deposit the capital into the bank account in the name of the branch according to Taiwan laws and regulations. After the payment, the bank will issue you remittances memo(買匯水單) and inward remittance notification. You are required to provide a copy of the same to us for further processing.


(4) Application for Business Registration Licence


Immediate after the head office remitted the operating funds to the bank account of the branch office in Taiwan, we will then submit the application for registration of the branch office to local government for registration.


In one to seven days, as the case maybe, the local government will issue the branch registration certificate and it is at this date of issue that the branch office is regarded as officially registered.


2.3. Post-registration Procedures


Once after the branch office is officially registered, it is required to perform the following procedures so as to enable it to commence business:


(1) Registration and Purchase of Official Tax Invoices


The branch office is required to apply to be registered with the State Tax Bureau and then it could purchase official tax invoices from the State Tax Bureau.


(2) Foreign Trade Registration


The branch office is also required to be registered with the Bureau of Foreign Trade so as to enable it to carry out import and export activities.


(3) Application for Approval and Carving of Company Seals


Finally, we will arrange to make the chop and seal of the branch with authorised manufacturer.


3. Estimated Time Frame for Registration of Taiwan Branch Office by a Foreign Company

It is estimated that the whole registration process would take around 6-8 months. The table below shows the estimated time frame for each of the steps for the registration process.


Step


Description


Who is Responsible


Working Days


Preliminary


1


Legalisation of identification documents of the head office


Investor


Investor’s schedule


2


Lease of office and execution of tenancy (lease) agreement


Investor


Investor’s schedule


3


Other documents


Investor


Investor’s schedule


Application for Registration


4


Perform name available search


Kaizen


5


5


Application for Approval from Ministry Of Economic Affairs, R.O.C


Kaizen


10


6


Opening bank account


Kaizen


7


7


Contribution and remittance of operating funds of the branch office


Investor


 


8


Application for Business Licence (營利核准)


Kaizen


7


Post Registration Procedures


9


Perform State Tax Registration(國稅局稅籍登記)


Kaizen


7


10


Application for Approval and Carving of Company Seals


Kaizen


3


11


Application for registration with the Bureau of Foreign Trade (optional)


 


 


 


6-8weeks


4 . Taiwan Branch Office Registration Package #TWLLC03

4.1 Scope of Services and Fees


(1) Registration Service Fees: USD2,200


On the basis that (1) we prepare most of the documentation, (2) the application process proceeds smoothly, and no additional permit is required, our service fees are USD2,200 (tax exclusive).


(2) Translation Costs


Our service charge stated in Section (1) does not cover translation costs for translating the documents of the parent company from English to Chinese. As required by the regulations, the legalized incorporation document of the parent company is required to be submitted for incorporation. If this document is in English, you are required to provide us with Chinese translation. We could arrange the translation on your behalf and the translation cost will be billed separately.


(3) Legalisation Costs


Our fees quoted above do not cover the costs for the legalisation of relevant documents as required by Taiwan Government for the sole purpose of registration of the branch office. If the company applying to set up the branch in Taiwan is a Hong Kong company, we can assist you to arrange the legalization at USD1,000.  


(4) Official Filing Fees


Our service fees stated in Section 4.1 above also does not cover any official registration filing fees. The official registration filing fees is around USD70.


(5) Litigious and Non-Litigious Agent Service: USD600 per annum


A Taiwan branch is required by the Company Law to appoint a local litigious and non-litigious agent. The litigious and non-litigious agent can either be a local Taiwanese or foreigner who resides at Taiwan with valid residence permit. We could provide our service for acting as litigious and non-litigious agent and our charge is USD600 per annum.


(6) Registered Office Service: USD1,800 per annum


This package includes the provision of a registered address in Taiwan for the purpose of registration of the branch office for one year. This could be renewed upon expiration.


(7) Establishment of corporate account: USD450


We will assist you to open corporate bank account in Taiwan and our charge is USD450. Please note that the physical presence of the director of the Taiwan Company in bank meeting is required.


(8) Import and Export Card: USD260


If you intend to conduct import and/or export business in Taiwan, you are required to apply for Import and Export Card with Ministry Economic Affairs. Our charge for applying the license is USD260. It will take around 2-3 working days to get the approval of the license


4.2 Summary of costs related to the registration of a branch in Taiwan (#TWLLC03)


Item


Description


Amount
(USD)


1


Our service fees


2,200


2


Legalisation fee


/


3


Official filing/registration fees (estimated)


70


4


Litigious and Non-Litigious Agent Service/ per annum


600


5


Registered Office Service/ per annum


1,800


6


Establishment of corporate account


450


7


Import and Export Card


260


8


Disbursements


50


 


TOTAL


5,430


The fees for legalisation is not stated in the table above as the amount can vary from country to country.


If tax invoice is required, a business tax at 5% will be charged on the total invoice amount.


4.3 Payment Terms


Our service fees are to be billed and settled in three instalments as stipulated below and out-of-pocket expenses are required to be paid in advance.


(1) First instalment


The first instalment of 80% of our service fees is to be paid upon signing of engagement letter. Legalisation costs should also be included in the first instalment if we are being engaged to handle the legalisation.


(2) Second instalment


The second instalment of 20% of the service fees is to be paid upon issue of registration certificate of the representative office.


5. Required Documents and Materials

The following documents and materials needed to be prepared by the application before submitting an application for registration:


(1) One set of identification documents of the head office (i.e. Certificate of Incorporation and/or Registration Certificate and Articles of incorporation and bylaws ) duly legalized by the Taiwan Embassy or Consulate in the country where the parent company is registered.
(2) The Board Minutes authorising the establishment of the branch office duly legalised by the Taiwan Embassy or Consulate in the country where the head office is registered;
(3) A copy of Power of Attorney appointing the company’s litigious and non-litigious agent duly legalised by the Taiwan Embassy or Consulate in the country where the parent company is registered;
(4) A copy of Power of Attorney appointing the branch manager duly legalised by the Taiwan Embassy or Consulate in the country where the parent company is registered;
(5) The original Tenancy Agreement of the office to be used by the proposed branch and an agreement evidencing the consent granted by the landlord as to the use of the office property;
(6) A photocopy of Property Duty- pay tax receipt and a copy of property ownership certificate;
(7) A copy of the passport and address proof of the litigious and non-litigious agent;
(8) A copy of passport and address proof of the manager;
(9) The Chinese name of the proposed branch;
(10) The amount of investment intended for the branch office;
(11) A brief description of business scope of the branch (or that of the head office);



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