Newsletter
TRANSNATIONAL SHARE EX-CHANGE AND COMPANY REG-ISTRATION
When an ROC company and a foreign company conduct a share exchange, if there are matters that require registration by the foreign company under the legislation of its home country, the foreign company should register them accord-ingly. It does not need to apply with the ROC company registration authorities for authoriza-tion or registration. The ROC company should apply to amend its registration, submitting the relevant documents as required by Article 16 of the Regulations Governing Company Registra-tion and Recognition, according to whether the nature of the transaction is a new incorporation, an increase in capital, or the issuance of new shares. It should also submit the share exchange agreement, as referred to in Article 30 of the Corporate Mergers and Acquisitions Law (CMAL). If the share exchange requires a resolution of the foreign company, made by its shareholder's meeting, board of directors meet-ing or by other lawful means, as referred to in Articles 21 and 30 of the CMAL, then the rele-vant documents should also be submitted, with Chinese translations.
If shares in an ROC company are transferred to an existing or newly incorporated foreign com-pany, and there are changes in directors or su-pervisors of the ROC company, then the ROC company should duly register these changes. If the registration details to be amended involve investments by overseas Chinese or foreign na-tionals that require the authorization of the In-vestment Review Commission (IC), then the authorization documents issued by the IC should also be submitted for verification.
If a share exchange between an ROC company and a foreign company requires a large number of foreign investors to apply to the Securities and Futures Commission (SFC) or the IC for au-thorization, the MOEA recommends that for the sake of administrative simplicity, the SFC and IC should process such applications jointly. The MOEA also suggests that the IC should consult with the MOEA to arrive at a common standard for the qualification and identification docu-ments to be submitted by foreign investors, so as to avoid different agencies requiring different documents when reviewing investment applica-tions.