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Laws & Regulations Database of The Republic of China (Taiwan)

Print Time:2024/11/22 08:15
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Chapter Law Content

Chapter IV Establishment of Branch Units and Equity Investment in Taiwan
Section I Representative Offices
Article 25
A Mainland-area securities or futures institution or a Mainland-invested securities or futures institution that possess the qualifications of each of the following subparagraphs may apply to the competent authority for permission to establish a representative office in the Taiwan Area:
1. Experience in international securities and futures business.
2. Having received no disposition during the preceding 3 years from the competent securities and futures authority of the place of its registration requiring a suspension of business.
3. A financial report for the most recent period, audited or reviewed by a CPA of the place of registration, showing net worth per share not lower that par value, along with sustained profitability over the preceding 3-year period.
4. Consent to establish a representative office in Taiwan from the competent securities and futures authority of the place of registration.
The "experience in international securities and futures business" of subparagraph 1 of the preceding paragraph means having operated securities or futures business for 5 years or more, while possessing one of the following qualifications:
1. Having obtained status as a member of or qualification for trading on an exchange of a country other than the country of registration.
2. Having established a place of business in a country other than the country of registration.
A representatives under the paragraph 1 shall possess good moral character and integrity along with professional and leadership ability, and shall be free of any circumstance set out in Article 53 of the Securities and Exchange Act, Article 68 of the Securities Investment Trust and Consulting Act, and Article 28 of the Futures Trading Act.
Any single Mainland-area securities or futures institution or Mainland-invested securities or futures institution shall be limited to the establishment of only one representative office in the Taiwan Area.
Article 26
A Mainland-area securities or futures institution or a Mainland-invested securities or futures institution that applies to establish a representative office in the Taiwan Area shall apply to the competent authority for permission with the following documents:
1. An application.
2. A permission license approved and issued by the competent securities and futures authority or related agency at the place of registration, and documentation showing compliance with paragraph 1 of the preceding article.
3. A self-assessment analysis of the soundness and legal compliance status of its business operations.
4. Its articles of incorporation.
5. A record of the board of directors' resolution regarding application to establish a representative office in the Taiwan Area.
6. The document showing the consent of the competent securities and futures authority of the place of registration for establishment of a representative office in the Taiwan Area.
7. Financial reports for the most recent 3 years, audited and attested by a CPA of the place of registration.
8. The power of attorney for any representative assigned to the representative office.
9. The representative's curriculum vitae and documentation that their qualifications comply with paragraph 3 of the preceding article.
10. The power of attorney for the institution's agent applying to establish a representative office.
11. A register of the members of the board of directors.
12. Other documents required for submission by the competent authority.
If the documents under subparagraph 2 and subparagraphs 4 through 10 of the preceding paragraph were produced in a third region, then in addition to being legalized by a notary public or a notary organization of the place of registration, they must also be authenticated by a Taiwan embassy or consulate, representative office, office, or other agency authorized by the Ministry of Foreign Affairs ("foreign representative office"); if they were produced in the Mainland Area, they must be authenticated or verified by an agency established or designated by the Executive Yuan or a delegated private-sector entity.
A traditional Chinese version must be submitted for the documents prescribed under each subparagraph of paragraph 1.
Article 27
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution establishes a representative office in the Taiwan Area, then except as otherwise provided by the competent authority, it may only engage in non-operational activities such as information collecting, liaison, and business surveys in relation to securities and futures business.
The competent authority may revoke the permission for establishment of a representative office in the Taiwan Area by a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution for violation of the provisions of the preceding paragraph,.
Article 28
A Mainland-area securities or futures institution or a Mainland-invested securities or futures institution, within 6 months from the day it receives the competent authority's permission to establish a representative office, shall apply to the Ministry of Economic Affairs for permission in accordance with the provisions of the Act . Prior to the date of establishment, it shall submit a letter reporting the date of establishment and the address of its representative office, along with a photocopy of the Ministry of Economic Affairs' permission document, for recordation by the competent authority and the Ministry of Economic Affairs. The competent authority may revoke its permission if these steps have not been completed by the prescribed date.
The competent authority shall be immediately notified after the representative office has been established, and the representative office shall comply with the following provisions:
1. Any occurrence of a major contingent event or fraudulent practice at the representative office shall be handled and reported in accordance with the regulations of the competent authority.
2. Full and accurately updates shall be provided for any change in the relevant information on the representative office reported through the competent authority's designated information reporting website.
3. Prior to a change in representatives, documentation of a new representative's compliance with the provisions of Article 25, paragraph 3 shall be submitted to the competent authority for permission.
4. A change in the representative office's location or the office's closure shall be reported to the competent authority in advance for permission.
Article 29
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution establishes a representative office in the Taiwan Area, it shall compile a work report on the status of its work in the Taiwan Area for submission to and recordation by the competent authority within 2 months after the close of the business year for head office.
Article 30
The competent authority may at any time dispatch personnel to audit work and other relevant matters at the Mainland-area securities or futures institution or Mainland-invested securities or futures institution, or require it to submit a work report or other relevant information within a specified deadline.
Section II Equity Investment
Article 31
A Mainland-area securities company or a Mainland-invested securities company that meets the following requirements may apply to the competent authority for permission to make equity investment in securities firms in the Taiwan Area:
1. Experience in international securities business.
2. Simultaneous operation of the three types of securities business, namely, underwriting, dealing, and brokerage or intermediary services, with sustained profitability over the most recent 3-year period, along with a financial report for the most recent period, audited or reviewed by a CPA of the place of the company's registration, showing net worth per share no lower than par value.
3. No violation by the company during the preceding 3 years of the regulations of the competent securities authority of the place of its registration in regard to financial indices.
4. Sound corporate governance, risk management, and internal control systems.
5. A clearly defined source of funding for the investment.
6. Transparency of financial and business information.
7. Permission for the investment from the competent securities authority of its place of registration.
8. No receipt within the most recent 3 years of any material disposition from the competent authority, self-regulatory organization, or administrative or judicial agency of the place of its registration.
9. A good social reputation, and no adverse record with administrative agencies for commerce or industry or with commercial banks.
10. No current investigation of the company by the competent authority of the place of its registration for conduct in violation of regulations.
11. A continuous rating of Class A or higher in accordance with the Mainland Area's regulations for classification and supervision of securities firms.
12. Paid-in capital of at least NT$50 billion.
13. Other requirements imposed by the regulations of the competent authority.
The provisions of Article 25, paragraph 2 apply mutatis mutandis to the meaning of "experience in international securities business" in subparagraph 1 of the preceding paragraph.
Article 32
A Mainland-area securities investment fund management company or a Mainland-invested securities investment fund management company that meets the following requirements may apply to the competent authority for permission to make equity investment in SITEs in the Taiwan Area:
1. Having been established for a full 5 years.
2. Ample experience managing or operating international securities investment trust fund business.
3. Having raised through public offerings a total of not less than NT$800 billion, invested in the fund assets of securities mutual funds, securities unit trusts, or securities investment trusts.
4. Sustained profitability over the most recent 3 years, and a financial report for the most recent period, audited or reviewed by a CPA of its place of registration, showing a net worth per share not less than par value.
5. Sound corporate governance, risk management, and internal control systems.
6. A clearly defined source of funding for the investment.
7. Transparency of financial and business information.
8. Permission for the investment from the competent securities authority of its place of registration.
9. No receipt within the most recent 3 years of any material disposition from the competent authority, self-regulatory organization, or administrative or judicial agency of the place of its registration.
10. A good social reputation, and adverse record with administrative agencies for commerce or industry or with commercial banks within the preceding 3 years.
11. No current investigation of the company by the competent authority of the place of its registration for conduct in violation of regulations.
12. No record of conduct injurious to customer interests such as misappropriation of customer assets.
13. Paid-in capital of at least NT$1.5 billion.
14. Other requirements imposed by the regulations of the competent authority.
Article 33
A Mainland-area futures company or a Mainland-invested futures company that meets the following requirements may apply to the competent authority for permission to make equity investment in FCMs in the Taiwan Area:
1. Experience in international futures business.
2. Sustained profitability over the most recent 3 years, and a financial report for the most recent period, audited or reviewed by a CPA of its place of registration, showing a net worth per share not less than par value.
3. No violation during the preceding 5 years of the regulations of the competent futures authority of its place of registration.
4. Sound corporate governance, risk management, and internal control systems.
5. A clearly defined source of funding for the investment.
6. Transparency of financial and business information.
7. Permission for the investment from the competent futures authority of its place of registration.
8. No receipt within the most recent 5 years of any material disposition from the competent authority, self-regulatory organization, or administrative or judicial agency of the place of its registration.
9. A good social reputation, and no adverse record with administrative agencies for commerce or industry or with commercial banks within the preceding 3 years.
10. No current investigation of the company by the competent authority of the place of its registration for conduct in violation of regulations.
11. A continuous Class A or higher rating in accordance with the Mainland Area's regulations for classification and supervision of securities firms.
12. Paid-in capital of at least NT$400 million.
13. Other requirements imposed by the regulations of the competent authority.
The provisions of Article 25, paragraph 2 apply mutatis mutandis to the meaning of "experience in international futures business" in subparagraph 1 of the preceding paragraph.
Article 34
A Mainland-area securities company or a Mainland-invested securities company that applies pursuant to Article 31 for equity investment in a Taiwan-area securities firm shall apply to the competent authority for permission with the following documents:
1. An application form.
2. Basic company information on the Mainland-area securities company or Mainland-invested securities company, including company name, paid-in capital, period of establishment, scope of operations, principal responsible persons, and members of the board of directors and their curriculum vitae.
3. A list of shareholders holding 5 percent or more of the total issued voting shares of the Mainland-area securities company or Mainland-invested securities company and their background information.
4. A permission license approved and issued by the competent securities and futures authority or related agency at the place of registration
5. The company's articles of incorporation.
6. A record of the resolution by the board of directors or shareholders meeting of the Mainland-area securities company or Mainland-invested securities company regarding application to invest in the Taiwan Area.
7. An investment plan, which shall include the strategic objective and means of the investment, anticipated benefits, source of funding, and utilization plan.
8. A description of the company's experience in international securities business and relevant documentation.
9. An audit opinion issued by a CPA of the place of the company's registration regarding requirements for sound internal control systems and a clearly defined source of funding for the investment.
10. A legal opinion issued by an attorney of the place of the company's registration regarding its compliance with Article 31, paragraph 1, subparagraphs 8 and 9 and the legal compliance status of its business operations.
11. Financial reports for the most recent 3 years, audited and attested by a CPA of the company's place of registration; if the application is made more than 6 months after the start of the fiscal year, the financial report for the most recent half-year period, audited and attested by a CPA of the place of the company's registration, shall also be submitted.
12. Documentation showing permission issued by the competent securities authority of the place of registration and compliance with Article 31, paragraph 1, subparagraphs 3 and 10.
13. An explanation of the soundness of the company's corporate governance and risk management systems, with documentation.
14. An explanation of the transparency of financial and operational information, with documentation.
15. A written declaration that there is no misrepresentation or nondisclosure in any matter set out in the application and attached documents.
16. Documentation of compliance with Article 31, paragraph 1, subparagraph 11.
17. The equity investment agreement.
18. Other documents to be submitted pursuant to the regulations of the competent authority.
The documents under subparagraphs 4 through 6, subparagraphs 8 through 12, and subparagraphs 16 and 17 of the preceding paragraph shall be legalized by a notary public or a notary organization of the place of registration, and in addition, if the documents were produced in a third region, they must also be authenticated by a Taiwan foreign representative office; if they were produced in the Mainland Area, they must be authenticated or verified by an agency established or designated by the Executive Yuan or a delegated private-sector entity.
A traditional Chinese version must be submitted for the documents prescribed by each subparagraph under paragraph 1.
Article 35
A Mainland-area securities investment fund management company or a Mainland-invested securities investment fund management company that applies for equity investment in SITEs in the Taiwan Area in accordance with Article 32 shall apply to the competent authority for permission with the following documents:
1. An application form.
2. Basic company information on the Mainland-area securities investment fund management company or Mainland-invested securities investment fund management company, including company name, paid-in capital, period of establishment, scope of operations, principal responsible persons, and members of the board of directors and their curriculum vitae.
3. A list of shareholders holding 5 percent or more of the total issued voting shares of the Mainland-area securities investment fund management company or Mainland-invested securities investment fund management company and their background information.
4. The permission license approved and issued by the competent securities and futures authority or related agency of the place of registration.
5. The company's articles of incorporation.
6. A record of the resolution by the board of directors or shareholders meeting of the Mainland-area securities company or Mainland-invested securities company regarding application to invest in the Taiwan Area.
7. An investment plan, including the strategic objective and means of the investment, anticipated benefits, source of funding, and utilization plan.
8. A description showing the company has ample experience in managing or operating international securities investment trust fund business, with relevant documentation.
9. Documentation showing that the assets managed by the Mainland-area securities investment fund management company or a Mainland-invested securities investment fund management company comply with the provisions of Article 32, subparagraph 3.
10. An audit opinion issued by a CPA of the place of the company's registration regarding requirements for sound internal control systems and a clearly defined source of funding for the investment.
11. A legal opinion issued by an attorney of the place of registration regarding the company's compliance with Article 32, subparagraphs 9, 10, and 12 and the legal compliance status of its business operations.
12. Financial reports for the most recent 3 years, audited and attested by a CPA of the place of registration.
13. Documentation showing approval and permission by the competent securities authority of the place of registration and compliance with Article 32, subparagraph 11.
14. An explanation of the soundness of the company's corporate governance and its risk management systems, with documentation.
15. An explanation of the transparency of financial and operational information, with documentation.
16. A written declaration that there is no misrepresentation or nondisclosure in any matter set out in the application and attached documents.
17. The equity investment agreement.
18. Other documents required for submission by the competent authority.
The documents under subparagraphs 4 through 6, subparagraphs 8 through 13, and subparagraph 17 of the preceding paragraph shall be legalized by a notary public or a notary organization of the place of registration, and in addition, if the documents were produced in a third region, they must also be authenticated by a Taiwan foreign representative office; if they were produced in the Mainland Area, they must be authenticated or verified by an agency established or designated by the Executive Yuan or a delegated private-sector entity.
A traditional Chinese version must be submitted for the documents prescribed by each subparagraph under paragraph 1.
Article 36
A Mainland-area futures company or a Mainland-invested futures company that applies to make equity investment in FCMs in the Taiwan Area in accordance with Article 33 shall apply to the competent authority for permission with the following documents:
1. An application form.
2. Basic company information on the Mainland-area futures company or Mainland-invested futures company, including company name, paid-in capital, period of establishment, scope of operations, principal responsible persons, and members of the board of directors and their curriculum vitae.
3. A list of shareholders holding 5 percent or more of the total issued voting shares of the Mainland-area futures company or Mainland-invested futures company and their background information.
4. The permission license approved and issued by the competent futures authority or related agency of the place of registration.
5. The company's articles of incorporation.
6. A record of the resolution by the board of directors or shareholders meeting of the Mainland-area futures company or Mainland-invested futures company regarding application to invest in the Taiwan Area.
7. An investment plan, including the strategic objective and means of the investment, anticipated benefits, source of funding, and utilization plan.
8. A description showing that the company has ample experience in managing or operating international futures business, with relevant documentation.
9. An audit opinion issued by a CPA of the place of the company's registration regarding requirements for sound internal control systems and a clear and definite source of funding for the investment.
10. A legal opinion issued by an attorney of the place of registration regarding the company's compliance with Article 33, paragraph 1, subparagraphs 8 and 9 and the legal compliance of its business operations.
11. Financial reports for the most recent 3 years, audited and attested by a CPA of the place of registration; if the application is made more than 6 months after the start of the fiscal year, the financial report for the most recent half-year period, audited and attested by a CPA of the place of the company's registration, shall also be submitted.
12. Documentation showing the permission issued by the competent securities authority of the place of registration and compliance with Article 33, paragraph 1, subparagraphs 3 and 10.
13. An explanation of the soundness of the company's corporate governance and its risk management systems, with documentation.
14. An explanation of the transparency of financial and operational information, with documentation.
15. A written declaration that there is no misrepresentation or nondisclosure in any matter set out in the application and attached documents.
16. Documentation showing compliance with the provisions of Article 33, paragraph 1, subparagraph 11.
17. The equity investment agreement.
18. Other documents required for submission by the competent authority.
The documents under subparagraphs 4 through 6, subparagraphs 8 through 12, and subparagraphs 16 and 17 of the preceding paragraph shall be legalized by a notary public or a notary organization of the place of registration, and in addition, if the documents were produced in a third region, they must also be authenticated by a Taiwan foreign representative office; if they were produced in the Mainland Area, they must be authenticated or verified by an agency established or designated by the Executive Yuan or a delegated private-sector entity.
A traditional Chinese version must be submitted for the documents prescribed by each subparagraph under paragraph 1.
Article 37
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution undertakes equity investment in a Taiwan-area securities or futures institution, the total amount of cumulative investment and holdings by any such individual institution in any single Taiwan-area securities or futures institution listed on the Taiwan Stock Exchange (TWSE) or Taipei Exchange (TPEx) may not exceed 5 percent of the total issued voting shares or total authorized capital; the total amount of cumulative investment and holdings by all such institutions in any single Taiwan-area securities or futures institution listed on the TWSE or TPEx may not exceed ten percent of the total issued voting shares or total authorized capital.
When a Mainland-area securities of futures institution or a Mainland-invested securities or futures institution undertakes equity investment in a Taiwan-area securities or futures institution, the total amount of cumulative investment and holdings by any such individual institution, in any single Taiwan-area securities or futures institution not listed on the TWSE or the TPEx, may not exceed 10 percent of the investee's total issued voting shares or total authorized capital; the total amount of cumulative investment and holdings by all such institutions in any single Taiwan-area securities or futures institution listed on the TWSE or TPEx may not exceed 15 percent of the investee's total issued voting shares or total authorized capital.
Article 38
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution makes equity investment in a Taiwan-area securities firm, SITE, or FCM, the lines of business which the Taiwan-area investee may apply to operate will be separately prescribed by the competent authority.
Article 39
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution that makes equity investment in a Taiwan-area securities or futures institution appoints a director to the Taiwan-area investee securities or futures institution, it shall, prior to the appointment, submit related information and documentation to the competent authority for permission.
The competent authority may when necessary order the Mainland-area securities or futures institution or Mainland invested securities or futures institution to submit necessary information or documentation or to designate persons to appear before the competent authority to provide explanations within a specified deadline.
Article 40
If a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution transfers its shareholdings after making an equity investment in a Taiwan-area securities or futures institution, then it and the transferee shall jointly apply to the competent authority for permission.
If the Mainland-area securities or futures institution or Mainland-invested securities or futures institution violates the provisions of the preceding paragraph, the competent authority may revoke its investment permission or make other necessary dispositions.
Article 41
After a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution receives permission for an equity investment, it shall make an in inward remittance of the funds for the investment within a period approved by the competent authority and submit a request that the competent authority audit the remittance. If the funds cannot be remitted during the specified period, the investment may not proceed, provided that with legitimate reason, an application may be made to the competent authority for an extension prior to the expiration of the period.
Article 42
A Mainland-area securities or futures institution or a Mainland-invested securities or futures institution may apply for foreign exchange settlement for interest or earnings distributions it receives each year from its investments.
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution has received permission to transfer shares or to reduce its investment in an investee Taiwan-area securities or futures institution, it may apply for a single foreign exchange settlement for the full amount of the investment amount approved by the competent authority; the same shall be true for capital gains on its investment.
When a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution is entitled to make a foreign exchange settlement pursuant to these Regulations, that right may not be transferred, provided that this restriction shall not apply when permission is granted subsequent to consultations between the competent authority and the Central Bank of the Republic of China (Taiwan).
Article 43
When any of the following circumstances applies to a Mainland-area securities or futures institution or a Mainland-invested securities or futures institution that has made equity investment in the Taiwan Area, it shall immediately report the matter to the competent authority:
1. Dissolution or suspension of business.
2. The occurrence of reorganization, liquidation, bankruptcy, or the voiding or revocation of its business permission by the competent securities and futures authority of the Mainland Area.
3. A merger with, or assignment of all or an essential part of assets or business to or from, another financial institution.
4. The occurrence of losses in excess of one-third of authorized capital.
5. A change in the institution's name.
6. Other matters which must be reported pursuant to the regulations of the competent authority.
Article 44
The investee Taiwan-area securities or futures institution shall enter basic information on the Mainland-area securities or futures institution or Mainland-invested securities or futures institution and its level of shareholding into the information reporting system designated by the competent authority, and shall provide an accurate update when there is any change in the information.
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