Taiwan Business Express Portal

Report to the Court on the Appointment of the Liquidator

• Claimant: The liquidator shall report to the district court (civil division) of the company’s business address within 15 days after assuming office.
• Fee: NT$1,000 claim fee.
• Documents to be attached.
  • Declaration - A civil declaration of the liquidator’s inauguration on general judicial briefs.
  • The official letter of approval or order of dissolution by the competent authority for the target industry of the business.
  • Company establishment and change registration information card or company establishment/change registration form.
  • Register of shareholders (please specify the names of shareholders and the number of shares held).
  • Minutes of the shareholders’ meeting for the election of liquidators.
  • Liquidator’s consent to take office (please state the liquidator’s willingness to take office, the liquidator’s name and residence, and the date of taking office).
  • The balance sheet and inventory of properties prepared by the liquidator after his appointment.
  • The supporting document that proves the aforementioned balance sheet and inventory of properties have been sent to the supervisor (for a company limited by shares) for review and approval.
  • The supporting document that proves the aforementioned balance sheet and inventory of properties have been certified by each shareholder or shareholders’ meeting.
  • The supporting document that proves that after the liquidator takes office, the liquidator has published a notice in a prominent section of a daily newspaper for more than three times to remind creditors to report the proof of debts within three months.

Liquidation Procedures

• Taxation
  Starting from the day after the “liquidation completion date,” various declarations must be made according to the following prescribed deadlines. If the liquidation period exceeds two years, each filing shall be made in accordance with the different years.
  • At any time, fill out a withholding certificate for the amount of tax withheld and file a report to the competent inspection authority within 10 days.
  • Complete business tax return within 15 days.
  • Complete the final accounts declaration within 30 days.
• Other procedures
  The creditor shall not be repaid within the filing period.
  • Declared bankruptcy due to insufficient assets.
  • The company is not subject to the liquidation procedure after the bankruptcy declaration, and is not required to file a liquidation return, and is not required to file a settlement return if it continues to operate or disposes of its property income. However, if any remaining assets are distributed to shareholders in excess of the share capital, they should still be withheld as dividends.
  • If the remaining assets are distributed to shareholders in proportion to their shareholdings, the distribution of assets in excess of the share capital shall be subject to withholding as dividends.
  • The stock certificates shall be withdrawn and canceled.

The Liquidation of the Company Shall be Reported to the Court

• Liquidation period: The liquidator shall complete the liquidation within 6 months after taking office. If the liquidation cannot be completed within 6 months, the liquidator may apply to the court for an extension of the liquidation period by giving reasons.
• The liquidator shall submit all forms to the supervisors for examination and to the shareholders’ meeting for recognition within 15 days after the completion of the liquidation and report to the court within 15 days after the recognition.
• Fees: None.
• Documents to be attached:
  • Declaration - The liquidator shall prepare a civil declaration of liquidation in the form of a general judicial certificate.
  • The liquidator shall prepare a statement of income and expenses, a profit and loss account, a post-liquidation balance sheet, and a property inventory for the liquidation period. (The statement of income and expenses shall include all incomes and expenses during the liquidation period, and the expenses shall include the payment of debts to creditors and payment of tax arrears. If tax arrears have been paid, proof of tax payment shall be provided.)
  • The supervisor (for company limited by shares) shall examine the aforementioned documents.
  • Proof that the aforementioned forms have been acknowledged by the shareholders or the shareholders’ meeting.
  • The return of liquidation income handled in accordance with Article 75 of the Income Tax Act and Article 64 of the Enforcement Rules of the Income Tax Act (the receipt from the tax authorities must be attached) shall be provided.
  • If there are any remaining assets after the debt is settled, a table for the distribution of the remaining assets shall be provided.

Completion of court proceedings: The Ministry of Economic Affairs website will show “Dissolved; Liquidation has been completed.” At this time, the legal personality of the company is extinguished and the rights and obligations of the company are completely terminated.