These Regulations are enacted pursuant to the provisions set forth in Paragraph 5 of Article 18 of the Company Act (hereinafter referred to as the “Act”).
Prior to incorporating a company or applying for an amendment to the corporate registration of an existing company that reflects a (new) corporate name and/or business scope, the applicant shall submit an application to the Ministry of Economic Affairs (hereinafter referred to as the "MOEA") to reserve a corporate name and business scope (hereinafter referred to as the "Reservation Application").
A Reservation Application may be filed through network transmission.
A Reservation Application may be filed by any of the following applicants:
1. Incorporation Registration: The applicant shall be one of the promoters of the proposed company limited by shares, a shareholder of the proposed limited company, an unlimited-liability shareholder of the proposed unlimited company with limited liability shareholders, or an unlimited-liability shareholder of the proposed unlimited company. If the applicant is a juristic person, the name of its statutory representative or of the representative to be designated by the applicant to exercise its rights as a shareholder of the company to be incorporated shall be stated in the Reservation Application.
2. Corporate Change Registration: The applicant shall be the registered representative of the company at the time of filing.
3. Foreign Company: The applicant shall be the responsible person designated by the foreign company or the manager of the branch to be incorporated in the territory of the Republic of China.
A Reservation Application is not required to be filed in the case of narrowing the registered business scope as long as the circumstance described in Paragraph 2, Article 8 of these Regulations or in the case of changing the form of its organization in accordance with the Act.
A Reservation Application shall be typed in the format prescribed by the MOEA and shall contain no more than five proposed corporate names.
The reservation shall be valid for six months from the date of the approval of the Reservation Application; said term can be extended once for one month if an application for extension is filed prior to the expiration of the initial term.
If a company requires time period longer than that set forth in the preceding paragraph to prepare for its business operations pursuant to applicable laws or regulations because of the nature of the business involved, or because other legal procedures or registrations are required prior to completing the proposed registration, the MOEA shall otherwise notify the applicant of the term of reservation.
If a company’s registration application is not filed during the term of reservation set forth in the preceding two paragraphs, the approval of the Reservation Application shall become null and void.
The applicant of any approved Reservation Application shall not be replaced during the term of reservation, unless otherwise justifiable causes have been submitted to and approved by the competent authority.
Corporate names shall be in Chinese characters that can be found in Chinese Dictionaries compiled and published by the Ministry of Education, or the "Chinese Thesaurus," the "Collective Dictionary of Chinese Characters," the "Kang Xi Chinese Dictionary," or other commonly used Chinese dictionaries.
A corporate name shall comprise a specially given name and the type of organization, and the following characters may also be used in the corporate name:
1. Characters that identify a district or an area.
2. Characters that identify the category of business.
3. Characters that refer to hall, mark, trading, shop, association, enterprise, business, business development, business promotion, industrial field, industry, commerce, merchant, firm, business concern or business entity, which are used to identify the organization or nature of the business.
Characters set forth in Subparagraph 1 of the preceding paragraph shall be placed either prior to or immediately after the specially given name of the corporate name.
The placement of any of the characters set forth in Subparagraphs 2 and 3 of Paragraph 1 used in a corporate name shall be after the specially given name but before the organization type, while the order of which shall be the same as their respective subparagraph numbers. But hall, mark, trading, shop and association can be placed prior to characters set forth in Subparagraph 2 of Paragraph 1.
The corporate name of a foreign company shall indicate the category of business and nationality of the company shall be placed at the very beginning followed by the Chinese character for “business.”
Where two companies or a company and a limited partnership are with different specially given names, their corporate names shall be deemed different.
Where corporate names indicating different categories of business or other distinguishable characters, even though they share the same specially given name, such corporate names shall be deemed as different.
The distinguishable characters set forth in the preceding paragraph shall not be any of the following:
1. Characters that identify the type of organization, limited partnership, district/area names, foreign country names, hall, mark, trading, shop or association.
2. Characters prior to the specially given name and indicating new, good, old, big/large, small, true, genuine, original, pure, real, authentic or orthodox.
3. If the names of two companies or the names of a company and a limited partnership are with the same specially given names and the same category of business, the characters come thereafter indicating the organization or nature of the business, such as enterprise, business, business development, business promotion, industrial field, industry, commerce, merchant, firm, business concern or business entity.
A maximum of two categories of business may be reflected in a corporate name.
Where a corporate name contains characters indicating a business that requires special permission as set forth in Paragraph 1, Article 17 of the Act, the said specially permitted business shall be registered and listed in the business scope. If the said specially permitted business has yet been registered or listed in the business scope, or such special permission is revoked or its registration is nullified, an application for changes in corporate name shall be filed.
The specially given name in a corporate name shall not contain:
1. The name of the Republic of China.
2. The characters set forth in Subparagraphs 2 and 3, Paragraph 1, Article 6 of these Regulations.
Characters that reflect any of the following shall not be used in a corporate name:
1. Administrative office, service center, welfare center, activity center, development center, research center, farmers’ association, fishermen’s association, trade association, industrial union, institution, joint society, welfare society, cooperative, symposium, seminar, production or sales class, research institute, firm, social association, social club, mutual assistance association, service station, university, college, cultural relics gallery, community, temple, fund, association, charity, devotee, volunteer, judicial person of charitable corporation or foundation, or any name that may mislead the public to associate it with government agencies and powers thereof or public welfare organizations.
2. Limited partnership or any other characters that are sufficient to indicate a limited partnership.
3. Affiliate, business relations, relationship, group, alliance, franchise, or any other characters indicating a joint business operation.
4. Characters that would be mistakenly thought to be relevant to the professional service scope of specialized technicians.
5. Characters that would be mistakenly thought to be a business not operated by a profit-seeking enterprise.
6. Any other characters deemed inappropriate by the competent authority in charge of the end-enterprise concerned.
7. Characters having implications of offending against public order or good customs.
Where the name of a foreign company is the Chinese translation of the foreign name of its head office shall not subject to provisions in Paragraphs 1 through 3 of Article 6, Paragraph 1 of Article 8 and Subparagraph 2, Paragraph 1 of Article 9.
In regard to provisions set forth in the preceding paragraph, when it is deemed necessary, the competent authority may require the submission of documents proving the due incorporation and existence of the company as a legal entity.
The business scopes of a company shall be stated using the codes and business types set forth in the MOEA’s List of Codes of Business Activities of Companies, Firms, and Limited Partnerships, but a statement in code and business type that only indicates that “all business activities that are not prohibited or restricted by law, except those that are subject to special approval” is not allowed.
A Reservation Application shall be denied if the business to be operated by the company to be incorporated:
1. Can only be operated by the government pursuant to laws.
2. Subject to provisions otherwise prescribed by laws and regulations.
In regard to a Reservation Application, an approval or denial decision shall be rendered. The proposed corporate names shall be examined and approved in the order in which they are listed in the Reservation Application, and only one of the proposed corporate names shall be approved. An order requiring a correction or modification shall be issued in the event of any typographic error or unclear description in the business scope.
These Regulation shall be enforced starting November 1, 2018.