Chapter II. Approval of Incorporation and Registration
Article 3
Whoever desires to operate the business of a shipping agency shall make an application, with the enclosure of the following documents, to the shipping administration for document review and submission to the competent authority for them to approve the establishment of the company:
1. Application Form(Attachment 1);
2. For a new company to be incorporated, draft Articles of Incorporation shall be enclosed; for an limited company to be incorporated, photocopies of ID cards of all shareholders shall be enclosed; for a company subsequently incorporated as a company limited by shares, photocopies of ID cards of all promoters shall be enclosed (Attachment2);
3. For a company that is already established and intends to include a shipping agencyinto its business scope, a revised draft Articles of Incorporation shall be enclosed; and the supportive documents of the company’s registration, the minutes of the board of directors’ meeting of the company limited by shares or approval by shareholders of the company limited thereof shall be enclosed, too; and
4. Business plan.
Article 4
Any foreign shipping agency desiring to establish a branch office shall make an application, with the enclosure of the following documents, to the shipping administration for document review and submission to the competent authority for them to approve the establishment:
1. Application form (Attachment 1);
2. Business plan within the ROC territories;
3. List of the companies represented by it;
4. Counterpart or photocopy of the permit issued by the government of its home country granting the registration of shipping agency operations; and
5. The name, nationality and address of the representative appointed in the ROC territories for litigation and non-litigation cases, and the power of attorney given to the representative.
The documents under subparagraph 4 and 5 of the preceding paragraph shall be certified (verified)by an ROC embassy, consulate, representative office, liaison office, or any other agency authorized by the Ministry of Foreign Affairs of the ROC. A Chinese translation must be attached if the documents are written in any foreign languages other than English:
1. An ROC embassy, consulate, representative office or liaison office, or an organization authorized or established or a private group commissioned by the Executive Yuan of the ROC in Hong Kong or Macao;
2. Any foreign entity in the ROC authorized by a foreign embassy or consulate in the ROC or by a foreign government and engaged in certification of documents upon approval of the Ministry of Foreign Affairs of the ROC.
Article 5
Any shipping agency shall have paid-in capital of no less than NT$9,000,000, and for eachadditional branch office, a capital increase of NT$1,500,000 is required.
Any branch office of a foreign shipping agency shall keep an operation fund in the ROC territories of no less than NT$9,000,000, and for each additional branch office, a capital increase of NT$1,500,000 is required.
Article 6
A shipping agencyshall, in accordance with relevant laws, complete the company registration within 6 months upon approval of its establishment, and shall make an application with the enclosure of the following documents, together with a permit fee, to the shipping administration for document review and submission to the competent authority for them to issue the permit of shipping agency:
1. Application form (Attachment 3);
2. Supportive documents of the company’s registration;
3. Articles of incorporation;
4. In the case of a company limited by shares, the roster of directors and supervisors;
5. Roster of managerial officers and their ID cards (Attachment 2).
A foreign shipping agency which is approved to establish a branch office shall, in accordance with relevant laws, complete recognition and registration of the branch office within 6 months upon approval of the establishment of the branch office, and shall make an application with the enclosure of the following documents, together with a permit fee, to the shipping administration for document review and submission to the competent authority for them to issue the permit of the branch office of the foreign shipping agency before operating its business:
1. Application form (Attachment 3);
2. Recognition documents issued by the competent authority and the supportive documents of the branch office’s registration;
3. Roster of managerial officers and their ID cards (Attachment 2).
Failure to apply for the permit within the time limit referred to in the two preceding paragraphs, the approval of establishment for the company/branch office shall be revoked, provided that an application for an extension may be filed within 30 days prior to expiration of said time limit with justified reasons, and the said extension shall be no more than 6 months and the application for the extension shall be filed no more than twice.
Article 7
The foreign shipping agency shall complete recognition of the company and registration of the branch office before its designated representative within the ROC territories is allowed to operate external business.
Article 8
Any shipping agency desiring to establish an affiliate asa branch office shall make an application to the shipping administrationforfuture referencewith enclosure of the documents indicated hereunder, within 30 days upon completion of the registration for the establishment of the branch office pursuant to the laws:
1. Application form (Attachment 4, Attachment 5);
2. Photocopy of the supportive documents of the branch office’s registration;
3. Roster of managerial officers and their ID cards.
Article 9
Any shipping agency desiring to establish an affiliate as a liaison office shall follow the stipulations below:
1. A registration application shall be filed to the shipping administrationwithin 30 days upon permission of its establishment;
2. It is not allowed to set up another representative except the representative of the head office.
3. It is not allowed to operate external business.
Article 10
Any shipping agency desiring to alter the organization and name of its company shall make an application to the shipping administration for document review and submissionto the competent authority for approval.The shipping agency shall, within 30 days after completing the registration of such alteration, fill in an Application for Permit Reissuance (Attachment 3), an Application for Change of Registration (Attachment 4, Attachment 5), a Referenced List of Changes (Attachment 6) together with the payment for the associated fees, to make an application to the shipping administration for document review and submission to the competent authority for reissuance of the Permit.
Any shipping agency that alters its statutory representative, managerial officers, capital, address, directors or supervisors of a company limited by shares, or the directors or shareholders of a company limited, or the directors or managerial officers of branch offices shall fill in an Application for Change of Registration (Attachment 4, Attachment 5) and a Referenced List of Changes (Attachment 6) and submit to the shipping administrationfor future referencewithin 30 days after the registration of alteration is completed.
Article 11
If the shipping agency discontinues business after commencement of its business, it shall apply for discontinuation registration to the shipping administration within 30 days from the discontinuation date of the business.
The discontinuation period as mentioned in the preceding paragraph shall not be longer than 1 year, and shall report to resume its business operation before the discontinuation period is due.
The shipping agency shall not apply for another discontinuation registration within 2 years of its report to resume business after discontinuation of business.
Article 12
If a shipping agent commits one of the following after being permitted to register and a shipping agency permit is issued, it shall make an application to the shipping administration for document review and submission to the competent authority to abolish the registration and revoke the operation permit, and the original shipping agency permit shall be returned; otherwise, the shipping administration shall actively report the same thing to the competent authority to abolish the registrationand revoke the permit directly, and notify the central competent authority in charge of the Registration of Company after the annulment of the permission is confirmed.
1. The shipping agent closes operation of the shipping agency;
2. The shipping agent does not commence operation within 6 months after being issued the permit of shipping agency or has suspended of its own accord for 6 months and more after commencement but fails to make an application for such suspension in accordance with preceding article.
Article 13
Before commencing the business, the shipping agency shall submit the application forms (Attachment 7, Attachment 8) and photocopies of the agency contract (the original copies will be returned after registration) to apply at the shipping administration for registration. Any shipping agency that conducts shipping business for a foreign company and is instructed by a foreign company to handle the service of inbound and outbound of the vessels shall enclose the following documents:
1. List of principals (Attachment 9);
2. Counterparts or photocopies of documents relating to the establishment registration made by the principal in its home countries and the operation information of such principals (Attachment 10);
3. List of vessels operated by the principals (Attachment 11) and supportive documents covering the principal-owned vessels.
The stipulation relating to certification (verification) under Article 4 shall be applied to the counterparts or photocopies of the foreign principals’ establishment documents registered in its home countries and the agency contract in the preceding paragraph. However, the certification (verification) of the agency contract may be replaced by the notarization of an ROC court.
Ifthe principalthat is represented by the shipping agency has no self-owned vessel, the shipping agent shall furnish the principal’s security bond of 9,000,000 N.T. dollars, and create a mortgage in favor of the local shipping administration as mortgagee. If the principal operates its business in the ROC territories for more than 3 years without any bad record and the finance situation is firm and steady, it is allowed to apply for the return of the security bond.
The security bond in the preceding paragraph can be replaced by a guarantee signed by an ROC bank, or a guarantee signed by a local vessel carrier that has vessels with a total gross tonnage of 5,000 tons or more or by a local shipping agency experienced acting on behalf of a foreign vessel carrier whose vessels are over 30,000 tons or more and there have been no bad record in the last 5 years, the guarantee can be replaced by a guarantee signed by the shipping agent itself and such guarantee shall be notarized by the court.
Article 14
A shipping agency encountering one of the following circumstances shall enclose an application form for registering one-voyage business to the shipping administration to make registration. Only when above-mentioned registration is completed, the shipping agent could be allowed to act as a shipping agent.
1. Temporary loading or unloading of bulk cargos.
2. Demolition, repair, supply, visit and tourism, and other business.
Article 15
When the shipping agency is authorized to apply for the registration of agency business, the supportive documents for the liability insurance of the operators shall be submitted.
When the shipping agency is authorized to issue passenger ticket or bill of lading, the sample of the passenger ticket and the supportive documents for the passengers’ personal injury insurance or the sample of the bill of lading shall be submitted. The full name of the principal shall be marked on a prominent place of such passenger ticket or bill of lading.
Article 16
A shipping agent's principal who would like to engage in liner service or expand the voyage in liner service shall enclose rate tariffs and vessel schedules of the latest 1 month or more to apply for registration in the shipping administration.
A shipping agent's principal that engages in tramp service is not allowed to solicit general cargo exported out of the ROC, unless it applies for approval from the shipping administration.
Article 17
Any shipping agency that is under one of the following circumstances shall apply to shipping administration for making registration of alteration, with enclosure of the application forms (Attachment 13, Attachment 14):
1. The shipping agent receives new clients or increases the business scope of agency;
2. The shipping agent terminates the agency or decreases the business scope of agency;
3. The shipping agent's principal alters the location of the company or its representative; or
4. The shipping agent increases or alters the form of passenger ticket or bills of lading.