A dissolution filing does not turn a Taiwan company's bank balance into money the foreign parent can immediately withdraw. The Ministry of Economic Affairs' company-registration guidance says a domestic company applies for dissolution registration within 15 days of the start of dissolution and then enters liquidation. Creditor claims, employees, tax and the remaining assets still have to be dealt with.
The resolution depends on the entity
For a Taiwan limited company (有限公司), Company Act Article 113 requires agreement by holders of at least two-thirds of shareholder voting rights for dissolution. For a company limited by shares (股份有限公司), Articles 315–316 provide for a shareholders' resolution; the ordinary rule requires shareholders representing at least two-thirds of issued shares to attend and more than half of the voting rights present to approve, subject to the statutory and articles-based variations. The parent should check the current articles, shareholder records and authority of the person signing the filing before fixing a closure date.
An overseas company closing a Taiwan branch follows a different path. Under Articles 378 and 380, a foreign company that no longer intends to operate in Taiwan must apply to cancel its branch registration; cancellation does not erase earlier liabilities. Once all its Taiwan branch registrations have been revoked or cancelled, its Taiwan business claims and debts must be liquidated, with unpaid debts still borne by the foreign company. The official GCIS branch filing list has a separate category for cancellation where the foreign company does not intend to continue Taiwan business.
Creditors, court reports and the distribution
The default liquidators differ. Articles 113 and 79 generally point to shareholders for a limited company, while Article 322 points to directors for a company limited by shares, subject to the Act, the articles or a valid selection. For the limited company, Article 83, applied through Article 113, requires the liquidator to report taking office to the court within 15 days; Article 88 requires public notice to creditors and separate notice to known creditors. Article 93 requires a court report after completion and shareholder approval. For the share company, Article 327 requires at least three public notices calling for claims within three months, plus separate notice to known creditors; Article 331 sets the final accounts and court-report step. These notice rules should not be collapsed into one generic deadline. The Company Act also bars distribution of assets to shareholders before company debts are paid.
Tax and money leaving Taiwan
Income Tax Act Article 75 requires a current-period final income-tax return within 45 days starting the day after the date of the competent authority's approval document, as the Ministry of Finance explains, and a liquidation-income return within 30 days after liquidation ends where liquidation applies. The Ministry of Finance explains the filing dates. Business-tax registration must also be cancelled with the competent tax office; the Ministry's tax-registration guidance states a 15-day application period from the relevant event. The liquidator must settle taxes in their legal order before distributing surplus, as the Ministry's tax guidance explains.
Document the basis for any eventual payment to the parent and check the bank's remittance evidence requirements. During a foreign company's Taiwan liquidation, Article 381 prohibits moving its Taiwan assets abroad. It also prohibits disposing of those assets, except where the liquidator does so to carry out the liquidation. A branch closure and a subsidiary's surplus distribution therefore cannot be treated as the same remittance transaction.
Employees and open contracts belong in the closure timetable. For employment consequences, see Taiwan labor severance. For the choice between withdrawing an investment and closing an entity, see withdrawing capital and subsidiary versus branch.
Hovering International Law Firm can examine the entity records, creditor list and tax filings with the proposed closing sequence. Contact attorney Wei Tseng (曾雋崴) at wei@hoveringlaw.com.tw, 7F-2, No. 35, Sec. 1, Chengde Rd., Datong Dist., Taipei City 103, Taiwan.
Sources
Checked October 1, 2026: Company Act; MOEA domestic-company registration guidance; GCIS foreign-branch filing list; Income Tax Act; Ministry of Finance final and liquidation return guidance; tax-registration cancellation guidance; taxes before surplus distribution.
Frequently Asked Questions
- Does dissolution registration finish a Taiwan company?
- No. The Ministry of Economic Affairs states that liquidation follows dissolution, with a liquidator's court report and separate creditor, tax and closing steps.
- Who acts as liquidator?
- For a limited company, Article 113 applies the unlimited-company liquidation rules, which generally make the shareholders liquidators unless a lawful exception or selection applies. For a company limited by shares, directors are the default, subject to the Act, articles or shareholder selection.
- Can a foreign parent take the balance out immediately?
- No automatic release follows a registration filing. The liquidator must account for debts and taxes before surplus distribution. A foreign company's Taiwan assets also face the specific restriction in Company Act Article 381 while its local liquidation is underway.
This article provides general information and is not legal advice on any individual matter.
