Upon the closure of a Taiwan company, not owing to consolidation or bankruptcy, the company is obliged to appoint a liquidator to proceed the whole procedures of liquidation to make the juridical person ceasing to exit.
For the liquidator of Taiwan company, if the liquidator is not resolved and adopted in the article of incorporation, the entire board of shareholders should be appointed as liquidators for a company limited. Reversely, the liquidator of a company limited by shares should be appointed as directors and the responsible person of Taiwan branch to be the liquidator. In practical, the liquidator is usually elected one individual person to be. In the circumstance of the number in plurals, the resolution of liquidation shall be adopted by two-thirds of liquidators.
Upon the inauguration of liquidator, the obligations to fulfill for the liquidator as below:
The liquidator shall, after having assumed office, examine the financial condition of the company, prepare the financial statements inventory of property, send them to the supervisors for examination.
To request the debtors to settle down the debts with announcement for 3 times at least.
After the settlement of debts, the rest of properties shall be distributed to each shareholder in the basis of shareholding ratio or articles of incorporation.
After submitting the final financial statement or inventory of property for shareholder’s acknowledgement, The liquidator shall claim the completion of liquidation to the court.
The obligations and powers of liquidator are equal to director’s during the execution of liquidation, so the liquidator shall fulfill his/her obligations in legal compliance. For the violators within the execution period of liquidation, such persons shall assume the civil and criminal responsibility according to circumstances.
Civil Responsibility
The responsible person shall have the loyalty to the company and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company there-from.
A liquidator who conducts illegal affairs, postponement, intervention, refusion, or evasion shall be liable for a fine of not less than NT$ 10,000 but not more than NT$ 50,000.
Criminal Responsibility
In the circumstance of liquidator being the responsible person, such person is obliged to fulfill his/her loyalty. The liquidator who fails to fulfill his/her loyalty shall be punished with imprisonment of not more than five years, detention, and a fine in lieu thereof or in addition thereto in an amount of not more than NT$ 500,000.
For submitting false financial statements, the shall be punished with imprisonment of not more than five years, detention, and a fine in lieu thereof or in addition thereto in an amount of not more than NT$ 600,000.
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A Taiwan limited company by shares is required to appoint at least one supervisor to oversee and conduct audits of the company’s operations. The primary purpose of supervisor role is to serve as a check against the board of directors, ensuring that the rights of general shareholders are not infringed upon and that directors do not abuse their powers for personal gain.
No matter foreigners or Taiwanese to be the responsible person of Taiwan company, the tax regulations will be varied as different as the country of tax residents.Residency and holding the household registration in Taiwan within 1 to 31 days (with Taiwan labour insurance, health insurance, national pension, or spouse and children in Taiwan).
To comply with the Anti-money laundering policies, Taiwan companies shall declare the shareholding information which shareholders holding the shares more than 10% on the shareholder declaration platform affiliated with TDCC (Taiwan Depository & Clearing Corporation) on March 1st to 31st annually.
Taiwan companies don’t have to pay taxes if the company have a great deficit within the first few years. Upon making profits, the losses incurred from the past few years are not possible to recover the offset, which is different than other countries. For tax return by the due date, from the position of Taiwan Taxation Bureau, the due date is included the tax return and payment.
