Item
Business
Business
Company
Company
Company
Limited Partnership
Type
Sole proprietorship
Partnership
Limited Company
Company Limited by shares(general)
Company Limited by shares(close)
Sole proprietorship
legal personality
None
None
Yes
Yes
Yes
Yes
Name Example
◯◯Trading Company
◯◯Enterprise
◯◯Industrial Enterprise
◯◯Trading Company
◯◯Enterprise
◯◯Industrial Enterprise
◯◯Limited Company
◯◯Trading Limited Company
◯◯Industrial Limited Company
◯◯Co., Ltd.
◯◯Trading Co., Ltd.
◯◯Industrial Co., Ltd.
◯◯Co., Ltd.
◯◯Trading Co., Ltd.
◯◯Industrial Co., Ltd.
◯◯Limited Partnership
Name Protection
Not the same name in the same county or city
Not the same name in the same county or city
Not the same name of a company or a limited partnership nationwide
Not the same name of a company or a limited partnership nationwide
Not the same name of a company or a limited partnership nationwide
Not the same name of a limited partnership or a company nationwide
Amount of Capital
No Limits. Exceptions for permitted industries.
No Limits. Exceptions for permitted industries.
No Limits. Exceptions for permitted industries.
No Limits. Exceptions for permitted industries.
No Limits. Exceptions for permitted industries.
No Limits. Exceptions for permitted industries.
Capital Verification
Not required.
Capital amount of NT$250,000 or more must be accompanied by supporting documents.
Not required.
Capital amount of NT$250,000 or more must be accompanied by supporting documents.
Accountant Capital Audits and Verification Required
Accountant Capital Audits and Verification Required
Accountant Capital Audits and Verification Required
Accountant Capital Audits and Verification Required
Number of Shareholders
1 person
More than 2 persons
More than 1 person
More than 2 shareholders or 1 shareholder from government and company, respectively.
No more than 50 persons
More than 2 persons; more than 1 general partner, more than 1 limited partner
Shareholder Responsibility
Unlimited Liability
Unlimited Liability
Up to the amount of capital contribution
Up to the amount of capital contribution
Up to the amount of capital contribution
General partners have unlimited liability and limited partners are limited to the amount of their capital contribution
Transfer of shareholding
None
None
The transfer of shares by a shareholder requires the approval of a majority of the voting rights of the other shareholders, and the transfer of shares by a director requires the approval of at least two-thirds of the voting rights of the other shareholders
Free transfer of shares without any restrictions
A shareholder may transfer their shareholding to another person only in accordance with the restrictions set forth in the Articles of Incorporation
The transfer of a shareholding shall be done in accordance with the agreement of the limited partnership contract or the consent of all other partners
Structural Changes
Can be changed to a partnership
Not changeable to a sole proprietorship
A majority of shareholders agree to change the status of the company to a company limited by shares
All shareholders agree that the company may be changed to a closely held company
A majority of the votes of shareholders present at a shareholders' meeting attended by at least two-thirds of the shareholders agree to change the status to a non-closed company limited by shares
None
Shareholders’ Meeting
Issuance of shareholders’ consent, no meeting required
Meeting is required. Attendance by video at the actual meeting is considered to be in person
Meeting is required. Attendance by video at the actual meeting is considered to be in person. The Articles of Incorporation may provide that, with the consent of all shareholders, the shareholders shall exercise their voting rights in writing in respect of motions at the current shareholders’ meeting without an actual meeting.
None
Voting Rights
None
None
Each shareholder shall have one vote; however, voting rights may be allocated in proportion to the amount of capital contributed as stated in the Articles of Incorporation
Each share is entitled to one vote in principle, except where the law provides that there is no voting right or restriction on voting rights. In addition, the voting rights of the preferred shares are provided for in the Company’s Articles of Incorporation.
Each share is entitled to one vote in principle, except where the law provides that there is no voting right or restriction on voting rights. In addition, the voting rights of the preferred shares are provided for in the Company’s Articles of Incorporation.
Except as otherwise provided in the limited partnership agreement, the execution of the business of the partnership shall be subject to the consent of a majority of all general partners.
Number of Directors and Supervisors
None
None
1 to 3 persons
There shall be at least three directors on the board of directors, and no less than five directors in a publicly held company. The Articles of Incorporation of a non-public company may specify that there shall be no board of directors, or one or two directors. If there are two directors, the provisions regarding the board of directors shall apply.
Age limit for directors and supervisors
None
None
Shareholders with behavioral competence.
Shareholders with behavioral competence.
Shareholders with behavioral competence.
Resolution Methods
The funder is the responsible person.
All partners’ agreement
With the approval of at least two-thirds of the shareholders’ voting rights
When shareholders elect directors, each share shall have the same number of election rights as the number of directors to be elected, and may elect one person centrally or allocate the election rights to a number of persons, and the person with more election rights represented by the votes received shall be elected as a director.
A majority of all general partners agree to elect a representative from among themselves.
Resolution Document
The funder is the responsible person.
Partnership agreement
Shareholder consent
Use of Invoice
Unified Invoices required. Those who meet the requirements of the law may apply for exemption from using the unified invoice.
Unified Invoices required. Those who meet the requirements of the law may apply for exemption from using the unified invoice.
Unified Invoices must be used.
Unified Invoices must be used.
Unified Invoices must be used.
Unified Invoices must be used.
Business tax rate
5%
Small-scale profit-seeking enterprises (monthly turnover less than NT$200,000) that are exempt from the unified invoice are not required to file business tax returns and are subject to business tax based on the approved tax amount.
5%
Small-scale profit-seeking enterprises (monthly turnover less than NT$200,000) that are exempt from the unified invoice are not required to file business tax returns and are subject to business tax based on the approved tax amount.
5%
5%
5%
5%
Income tax on profit-seeking enterprises
No income tax on profit-seeking enterprise is required, but the filing is necessary. Comprehensive income tax of 0-40%
No income tax on profit-seeking enterprise is required, but the filing is necessary. Comprehensive income tax of 0-40%
20%
20%
20%
20%
Comprehensive income tax for shareholders
The current year’s earnings must be included in the capital contributor’s comprehensive income tax for that year.
The current year’s earnings must be included in the capital contributor’s comprehensive income tax for that year.
Distributed earnings are included in the comprehensive income tax for the year.
Distributed earnings are included in the comprehensive income tax for the year.
Distributed earnings are included in the comprehensive income tax for the year.
Distributed earnings are included in the comprehensive income tax for the year.
Tax on undistributed earnings
None
None
10%
10%
10%
Profit and Loss Distribution
According to the articles of incorporation
According to the shareholding percentage of the shareholders
According to the shareholding percentage of the shareholders
Number of surplus distributions
After the end of each quarter or semi-annual accounting period
After the end of each quarter or semi-annual accounting period
After the end of a semi-annual accounting period
Duration
Personal decision
Partner’s decision
Going concern principle
Going concern principle
Going concern principle