Social Enterprise Law Surveys |
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Taiwan |
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| (Asia Pacific) Firm Tsar & Tsai Law Firm | |
| What jurisdiction(s) do you practice in? | Taiwan |
| What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ... | Under Taiwan Company Act, there are four types of companies, which are a limited company, a company limited by shares, an unlimited company and an unlimited company with limited liability shareholders. Among them, the forms of limited company and company limited by shares are most commonly used. Limited company means a company organized by one or more shareholders, with each shareholder being liable for the company in an amount limited to the amount contributed by such shareholder. Company Limited by Shares means a company organized by at least two individuals or at least one government or corporate shareholder, with the total capital of the company is divided into shares and each shareholder being liable for the company in an amount equal to the total value of shares subscribed by such shareholder. a. Company Limited by Shares. b. The most common organizational forms used by for-profit Social Enterprise are Limited Company and Company Limited by Shares. |
| Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required... | Art. 1, Para. 2 of Taiwan Company Act stipulates that when conducting its business, a company shall comply with the laws and regulations as well as business ethics and may take actions that will promote public interests in order to fulfill its social responsibilities. For Taiwan listed companies, Art. 3, Para. 1of Corporate Social Responsibility Best Practice Principles for listed Companies stipulates that in fulfilling corporate social responsibility initiatives, listed companies shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. |
| Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ... | We do not have specific definition of Social Enterprises under Taiwanese law but we have forms for the below organizations seeking for the public good. Nonprofit organizations: Income derived from the operations of their own and their subsidiaries by organizations or institutions, which are established for educational, cultural, public welfare or charitable purposes may be exempted under certain criteria pursuant to Art. 4 Para. 1 Item 13 of Income Tax Act. These may include foundations, civil associations, etc.
For those for-profit organizations seeking for public good, they can utilize the forms as above mentioned, but the registered business items and tax requirements are the same as non Social Enterprises. Social Enterprises in Taiwan are mainly organized in the form of Limited company and Company Limited by Shares. We currently have a regulation called Rule for Social Innovation Organization Registration, designed for those organizations with social objectives utilizing innovative methods to solve social issues. Social Innovation Organizations can be organized via the above forms. For-profit organizations can be registered as Social Innovation Organizations. Social Innovation Organizations can enjoy governmental consultation, sponsorship, competition prize and investment financing, but it is required to disclose its operation details including impact reporting and income. Time and costs required for forming a non-profit organization and a traditional Enterprise vary largely depending on the type of the organizational forms and the competent authority. |
| Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat... | Please refer to Question I.4 |
| Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms. | No. |
| Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to. | As mentioned above, for Social Innovation Organization wishing to enjoy governmental consultation, sponsorship, competition prize and investment financing, it is required to disclose its operation details including impact reporting and income. |
| In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples. | We do not have clear guidance from the court precedents in this regard. There was once a court judgment indicating that the directors of companies should seek for the maximization of the companies by taking into consideration all the stakeholders and not just shareholders. |
| Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe. | Pursuant to Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports by TWSE Listed Companies and Taipei Exchange Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports by TPEx Listed Companies, listed companies in Taiwan shall disclose the followings: Listed companies within the food industry shall disclose their management approaches,, topic-specific disclosures and their reporting requirements for major topics including assessment of supplier's impact on the environment or society, customer health and safety, and marketing and labeling.
Also, public companies are required to disclose information on environmental protection expenditures and the state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and the reason for any such variance in their prospectuses and annual reports. |
| Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe. | Social Innovation Organizations are subject to such disclosure requirements. |
| Does your jurisdiction have any ESG requirements for investors? If it does, please describe. | No. |
| Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi... | No. |
| What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)? | The financial sources of civil associations may include admission fees, membership fees, funds for public undertakings and donations from the members. |
| How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)? | Impact investments are not commonly seen in Taiwan, and are usually conducted via crowdfunding or traditional investment instruments. |
| What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government... | Social Innovation Organizations can be organized via different forms. Social Innovation Organization approved by the government may enjoy governmental consultation, sponsorship, competition prize and investment financing. The review process is friendly to SMEs as there is no fee required and it usually takes 3 working days to complete the review. |
| Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)? | Not that we are aware of. |
| To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction. | Please refer to Question I.9. |
| How prevalent, if at all, are impact bonds in your jurisdiction? | Taiwan has sustainability bonds regulated under Taipei Exchange Operational Directions for Sustainability bonds, the investment projects of which shall simultaneously include a green project(s) and a social project(s). Currently, there are only three Sustainability bonds listed in Taiwan. |
| In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)? | We do not have unique restrictions that are specifically designed for foreign investments or donations for Social Enterprises. |
| Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a... | Crowdfunding is legal, allowing small businesses and Social Enterprise to solicit investment from the general public. For those non-public companies (only limited companies or companies limited by shares) having capital less than NTD 30 million with innovative or creative concepts and future development potentials, relevant reporting requirement is exempted. |
| Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe... | As mentioned in Question I.4, income derived from the operations of their own and their subsidiaries by organizations or institutions, which are established for educational, cultural, public welfare or charitable purposes may be exempted under certain criteria pursuant to Art. 4 Para. 1 Item 13 of Income Tax Act. Please note Social Enterprises are usually formed as nonprofit organizations to enjoy the above tax exemption. The main restriction is that such organizations can not engage in any activities irrelevant to their purpose of incorporation and the use of funds in the activities relating to the purpose of incorporation should be generally more than 60% of its income. |
| Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations? | Tax deductible is only applicable to contributions and donations made to educational, cultural, public welfare or charitable organizations or associations, which is referred to the organizations or institutions that are public welfare organizations and foundations. Such tax deductible donations are limited to 20% of the total amount of the gross consolidated income but there is no limit to the amount of donations or contributions made for the support of national defense or troop-cheering or contributions to the government. |
| Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.) | Please refer to Questions I.4, III.1 and III.2. |
| Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions? | Yes, subject to the approval of the government. |
| Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe. | No. |
| What government operational support, resources, training or services, are available for small businesses or Social Enterprises? | There are government funds, loans, guarantees and operational support available for small businesses under Act for Development of Small and Medium Enterprises. |
| Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are. | For nonprofits organizations, it is generally required to take into consideration of the public welfare and the competent authorities may order dissolve its incorporation if it encumbers public welfare. |
| Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness. | We have Small and Medium Enterprise Administration, Ministry of Economic Affairs in charge of all the SMEs and Social Innovation Organizations. |
| Is there a different bankruptcy system available for Social Enterprises? | No, the Bankruptcy Act is applicable to all debtors. |
| What are the average time and filing fees to form an Enterprise in your jurisdiction? | Generally, it will take about 3 weeks to form a for-profit enterprise, such as Limited Companies and Companies Limited by Shares. The filling fees are calculated based on the paid-in capital (filing fees per NTD 1/ per capital of NTD 4,000). For those organizations wishing to be approved by the government as Social Innovation Organizations, there is no filing fee. The average time to review the application is 3 working days. |
| What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well... | As mentioned in Question I.4, organizations can seek approval from the government to be recognized as Social Innovation Organizations to enjoy governmental consultation, sponsorship, competition prize and investment financing but it is required to disclose its operation details including impact reporting and income. Also, the website of Taiwan NPO Self-Regulation Alliance listed several social enterprises. For those organizations listed on such websites may have more exposure to potential funding opportunities. |
| Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction. | Yes. However, Startups may encounter challenges in some circumstances. For example, startups are required to submit extensive innovation experimentation plans under Financial Technology Development and Innovative Experimentation Act in order to enjoy certain benefits. |
| Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction. | As mentioned, we do not have a specific definition for Social Enterprises under Taiwanese law. Relevant tax and investment incentives are not clear, which may be the main reason why the public may lack the incentive to engage in Social Enterprises. |
| Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc... | Please refer to Question VI.4. |
| In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects. | We were aware that some organizations were soliciting the public to pay a certain amount of money in exchange for compensation and coffin costs, which was a fraud and potentially violating the Banking Act. Transparency and disclosure of the information would be important to tackle the frauds and defects. |
| What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction? | Tax benefits and investment incentives may be most beneficial. |
| What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)? | Implementing a uniform set of standards for ESG policies and reporting of public companies and requiring the private companies to take into consideration of social and environmental responsibility when making business decisions. |
| Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not? | Nil |
Social Enterprise Law Surveys
Taiwan
Under Taiwan Company Act, there are four types of companies, which are a limited company, a company limited by shares, an unlimited company and an unlimited company with limited liability shareholders. Among them, the forms of limited company and company limited by shares are most commonly used.
Limited company means a company organized by one or more shareholders, with each shareholder being liable for the company in an amount limited to the amount contributed by such shareholder.
Company Limited by Shares means a company organized by at least two individuals or at least one government or corporate shareholder, with the total capital of the company is divided into shares and each shareholder being liable for the company in an amount equal to the total value of shares subscribed by such shareholder.
a. Company Limited by Shares.
b. The most common organizational forms used by for-profit Social Enterprise are Limited Company and Company Limited by Shares.
Art. 1, Para. 2 of Taiwan Company Act stipulates that when conducting its business, a company shall comply with the laws and regulations as well as business ethics and may take actions that will promote public interests in order to fulfill its social responsibilities.
For Taiwan listed companies, Art. 3, Para. 1of Corporate Social Responsibility Best Practice Principles for listed Companies stipulates that in fulfilling corporate social responsibility initiatives, listed companies shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
We do not have specific definition of Social Enterprises under Taiwanese law but we have forms for the below organizations seeking for the public good.
Nonprofit organizations:
Income derived from the operations of their own and their subsidiaries by organizations or institutions, which are established for educational, cultural, public welfare or charitable purposes may be exempted under certain criteria pursuant to Art. 4 Para. 1 Item 13 of Income Tax Act. These may include foundations, civil associations, etc.
- Foundation: A private legal person that is dedicated to public-benefit purpose with property endowed by endowers, approved by the competent authority and registered with the court. A foundation’s property shall be kept and used in the name of the foundation subject to supervision by the competent authority. A foundation shall not deposit its fund with, or make a loan to, any director, supervisor, other individual or non-financial institution. A foundation shall not distribute any residual from its endowment property, interest derived thereof and other incomes.
- Civil associations: To organize a civil association, there must be no less than thirty (30) initiators and a person who is over twenty (20) years old. The initiators shall submit the application form to the country/city authority to apply for approval. The regulating authority may encourage civil associations of excellent performance, and the regulations on such encouragement shall be prescribed by the central regulating authority.
For those for-profit organizations seeking for public good, they can utilize the forms as above mentioned, but the registered business items and tax requirements are the same as non Social Enterprises. Social Enterprises in Taiwan are mainly organized in the form of Limited company and Company Limited by Shares.
We currently have a regulation called Rule for Social Innovation Organization Registration, designed for those organizations with social objectives utilizing innovative methods to solve social issues. Social Innovation Organizations can be organized via the above forms. For-profit organizations can be registered as Social Innovation Organizations. Social Innovation Organizations can enjoy governmental consultation, sponsorship, competition prize and investment financing, but it is required to disclose its operation details including impact reporting and income.
Time and costs required for forming a non-profit organization and a traditional Enterprise vary largely depending on the type of the organizational forms and the competent authority.
Please refer to Question I.4
No.
As mentioned above, for Social Innovation Organization wishing to enjoy governmental consultation, sponsorship, competition prize and investment financing, it is required to disclose its operation details including impact reporting and income.
We do not have clear guidance from the court precedents in this regard. There was once a court judgment indicating that the directors of companies should seek for the maximization of the companies by taking into consideration all the stakeholders and not just shareholders.
Pursuant to Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports by TWSE Listed Companies and Taipei Exchange Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports by TPEx Listed Companies, listed companies in Taiwan shall disclose the followings:
Listed companies within the food industry shall disclose their management approaches,, topic-specific disclosures and their reporting requirements for major topics including assessment of supplier's impact on the environment or society, customer health and safety, and marketing and labeling.
- Listed companies within the chemical industry shall disclose their management approaches, topic-specific disclosures and their reporting requirements for major topics including protection of occupational health and safety, assessment of their impact on local community, and their impact and supplier's impact on the environment and society.
- Listed companies within the financial and insurance industry shall disclose their management approaches, topic-specific disclosures and their reporting requirements for major topics on sustainable finance. Their reporting requirements shall include, at least, products and services designed by individual operating units to create benefits for the society or environment.
Also, public companies are required to disclose information on environmental protection expenditures and the state of the company's performance of social responsibilities, any variance from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and the reason for any such variance in their prospectuses and annual reports.
Social Innovation Organizations are subject to such disclosure requirements.
No.
No.
The financial sources of civil associations may include admission fees, membership fees, funds for public undertakings and donations from the members.
Impact investments are not commonly seen in Taiwan, and are usually conducted via crowdfunding or traditional investment instruments.
Social Innovation Organizations can be organized via different forms. Social Innovation Organization approved by the government may enjoy governmental consultation, sponsorship, competition prize and investment financing. The review process is friendly to SMEs as there is no fee required and it usually takes 3 working days to complete the review.
Not that we are aware of.
Please refer to Question I.9.
Taiwan has sustainability bonds regulated under Taipei Exchange Operational Directions for Sustainability bonds, the investment projects of which shall simultaneously include a green project(s) and a social project(s). Currently, there are only three Sustainability bonds listed in Taiwan.
We do not have unique restrictions that are specifically designed for foreign investments or donations for Social Enterprises.
Crowdfunding is legal, allowing small businesses and Social Enterprise to solicit investment from the general public.
For those non-public companies (only limited companies or companies limited by shares) having capital less than NTD 30 million with innovative or creative concepts and future development potentials, relevant reporting requirement is exempted.
As mentioned in Question I.4, income derived from the operations of their own and their subsidiaries by organizations or institutions, which are established for educational, cultural, public welfare or charitable purposes may be exempted under certain criteria pursuant to Art. 4 Para. 1 Item 13 of Income Tax Act.
Please note Social Enterprises are usually formed as nonprofit organizations to enjoy the above tax exemption. The main restriction is that such organizations can not engage in any activities irrelevant to their purpose of incorporation and the use of funds in the activities relating to the purpose of incorporation should be generally more than 60% of its income.
Tax deductible is only applicable to contributions and donations made to educational, cultural, public welfare or charitable organizations or associations, which is referred to the organizations or institutions that are public welfare organizations and foundations. Such tax deductible donations are limited to 20% of the total amount of the gross consolidated income but there is no limit to the amount of donations or contributions made for the support of national defense or troop-cheering or contributions to the government.
Please refer to Questions I.4, III.1 and III.2.
Yes, subject to the approval of the government.
No.
There are government funds, loans, guarantees and operational support available for small businesses under Act for Development of Small and Medium Enterprises.
For nonprofits organizations, it is generally required to take into consideration of the public welfare and the competent authorities may order dissolve its incorporation if it encumbers public welfare.
We have Small and Medium Enterprise Administration, Ministry of Economic Affairs in charge of all the SMEs and Social Innovation Organizations.
No, the Bankruptcy Act is applicable to all debtors.
Generally, it will take about 3 weeks to form a for-profit enterprise, such as Limited Companies and Companies Limited by Shares. The filling fees are calculated based on the paid-in capital (filing fees per NTD 1/ per capital of NTD 4,000).
For those organizations wishing to be approved by the government as Social Innovation Organizations, there is no filing fee. The average time to review the application is 3 working days.
As mentioned in Question I.4, organizations can seek approval from the government to be recognized as Social Innovation Organizations to enjoy governmental consultation, sponsorship, competition prize and investment financing but it is required to disclose its operation details including impact reporting and income.
Also, the website of Taiwan NPO Self-Regulation Alliance listed several social enterprises. For those organizations listed on such websites may have more exposure to potential funding opportunities.
Yes. However, Startups may encounter challenges in some circumstances. For example, startups are required to submit extensive innovation experimentation plans under Financial Technology Development and Innovative Experimentation Act in order to enjoy certain benefits.
As mentioned, we do not have a specific definition for Social Enterprises under Taiwanese law. Relevant tax and investment incentives are not clear, which may be the main reason why the public may lack the incentive to engage in Social Enterprises.
Please refer to Question VI.4.
We were aware that some organizations were soliciting the public to pay a certain amount of money in exchange for compensation and coffin costs, which was a fraud and potentially violating the Banking Act. Transparency and disclosure of the information would be important to tackle the frauds and defects.
Tax benefits and investment incentives may be most beneficial.
Implementing a uniform set of standards for ESG policies and reporting of public companies and requiring the private companies to take into consideration of social and environmental responsibility when making business decisions.
Nil