A Taiwan Customer in Liquidation: The Claim Notice and the Three-Month Window

A supplier may first learn that its Taiwan customer has dissolved when a liquidator publishes a creditor notice. For a company limited by shares (股份有限公司), Article 327 of the Company Act requires the liquidator, promptly after taking office, to publish at least three notices calling for claims within three months. The notices must also warn that claims not filed within the period will be left out of the liquidation. Unpaid invoices need a response within the period stated in the actual notice.

The company named in the notice

Chapter 5 of the Company Act, on companies limited by shares, is where this procedure sits, inside the section on liquidation and its subsection on ordinary liquidation (普通清算) (full text of the Company Act). Article 2, paragraph 1 sorts companies into four classes, and paragraph 2 requires a company's name to indicate its class. A supplier can therefore start with the customer's name on the contract and invoices. Does it say 股份有限公司? A name that reads 有限公司 without 股份 belongs to a limited company, whose liquidation runs through a separate route under Article 113, paragraph 2, and the three articles discussed below should not be applied to it as written.

Unpaid invoices in Hsinchu

A small US maker of testing equipment has sold to a Hsinchu company limited by shares for several years (an invented example). Two invoices for the last shipments remain unpaid. Then word arrives through a distributor in Taiwan: the customer has dissolved, and a liquidator has published a notice asking creditors to file claims. No court has declared the company bankrupt. The sales manager needs to find the notice and work out what to send before its deadline.

Getting hold of the notice itself comes first, along with what it says about the company name, the liquidator, the filing period and where claims are to be sent. Article 327 calls for three or more notices, so the one the manager happens to see may not be the first. Read the actual dates in the announcement. Do not guess when the three months begin or end. A supplier outside Taiwan may also hear about the notice late, which is one more reason to check, as soon as news of a dissolution arrives, whether a notice has been published and when its period ends.

The name check matters here too. If the US company has always known its customer by an English trade name, someone should find the Chinese company name on the contract, purchase orders or invoices and compare it, character by character, with the name in the notice. A similarly named affiliate may exist. What the supplier needs to confirm is that the company on its own contract and invoices is the one in liquidation.

Creditors the liquidator already knows about

Article 327 has a proviso. The exclusion of late claims does not apply to a creditor whom the liquidator knows of (明知), and the article's last sentence adds that the liquidator shall notify such known creditors separately. Public notice and individual notice are both duties of the liquidator.

Can the supplier wait because the customer has its invoices? Whether the liquidator knew of this creditor is a factual question. Filing within the stated period avoids relying on the exception. Nor does the absence of the separate notice that Article 327 requires prove that the liquidator does not know of the creditor. If a separate notice does arrive, the sensible response is still a filed claim within the period.

The claim, its evidence and the filing record

Follow the notice's filing instructions, including any specified form or language. The amount claimed and its basis go together in one package. Listing the amount invoice by invoice, with a total, makes it easier for the liquidator to match the claim against the company's books. The filing should also give the supplier's company name, contact details and a named contact person. The supporting documents are whatever the supplier holds: invoices, the contract or purchase orders, shipping and delivery records, and any email in which the customer acknowledged the debt.

Keep a complete copy of the submission and a dispatch or receipt record showing what went out and when. Those records may be needed to show that the supplier filed.

Filing is not payment. Whether the company has enough property left, and whether the liquidator accepts the amount claimed, are not settled by the filing itself. What a timely filing does achieve is narrower: the exclusion that Article 327 requires the notice to announce is aimed at claims not filed in time.

After the deadline: undistributed residual assets

Once the period has passed, a creditor who did not file in time is left out of the liquidation unless the liquidator knows of that creditor (Article 327). A further claim may still be possible. Under Article 329, a creditor left out of the liquidation has a right to demand payment out of the company's residual assets that have not yet been distributed.

Article 330 supplies the order. After the debts are paid, the remaining assets must be distributed to the shareholders in proportion to their shareholdings. If the company has issued special shares (特別股) and its articles of incorporation provide otherwise, those provisions govern. The proviso to Article 329 then says the right in its main clause does not apply where the residual assets have already been distributed under Article 330 and all or part of them has been received. Both conditions are needed.

What can the US supplier actually do at that point? It can send the liquidator its claim and documents, ask whether any undistributed assets remain, and state in writing that it demands payment under Article 329. Whether any remain depends on how far the liquidation has gone.

Bankruptcy declared by a court is a separate procedure. If the customer is still trading and simply paying late, The Shipment Arrived. The Taiwan Customer Still Has Not Paid. covers that stage, and Closing a Taiwan subsidiary or branch: when can the remaining cash leave? looks at liquidation from the owner's side. How the unpaid amount is treated for US tax or accounting purposes is a question for a US adviser.

What a Taiwan lawyer can do here

By comparing names and records, a Taiwan lawyer can confirm that the company in the notice is the same company limited by shares that signed the contract and received the invoices. A lawyer can review the notice and invoices and organise the claimed amount and supporting documents. They can also prepare and send the claim to the liquidator in a way that leaves a record of submission. Reading the Chinese notice and explaining it in English, handling correspondence with the liquidator in Chinese, and answering questions or objections about the amount with the documents also fall within that work. If the deadline has passed, the lawyer can assess whether the liquidator knew of the creditor and whether undistributed assets remain, and represent the supplier in a civil claim if needed. If the supplier learned of the notice late, the first task may simply be finding out how far the liquidation has gone. The documents and the state of the liquidation will determine what recovery may be possible.

Hovering International Law Firm's office is at 7F-2, No. 35, Sec. 1, Chengde Rd., Datong Dist., Taipei City 103, Taiwan. You can email wei@hoveringlaw.com.tw for a consultation with an English-speaking lawyer in Taipei about the liquidator's notice and the unpaid invoices.

Official sources

• Company Act (公司法), Art. 2, Art. 113, Art. 327, Art. 329, Art. 330
• Company Act, full text, used to confirm where these articles sit (Chapter 5, Section 12, Subsection 1 on ordinary liquidation); current text reflecting the amendment of December 26, 2025
• Official English translation of the Company Act, used to check terms: law.moj.gov.tw/ENG (the Chinese text governs)

Checked: October 16, 2026