(1) According to the purpose of Article 163 of the Company Law, the transfer of the shares of shareholders of a joint stock limited company is based on the principle of free transfer. In addition, according to the provisions of Article 165 of the same law, the transfer of shares held by a shareholder of a joint stock limited company only needs to be transferred It is sufficient to go through the transfer procedures with the company through legal procedures, and there is no need to apply for registration with the competent authority.
(2) According to Article 197 of the Company Law (Article 217 applies mutatis mutandis), directors and supervisors shall report to the competent authority and announce the increase or decrease in their shares during their term of office.
The transfer of the capital contribution by the shareholders of a limited company is not a securities transaction, but a property transaction. Therefore, the tax payment without a certificate is only based on the difference between the selling price of the capital contribution and the cost of the capital contribution, and self-declaration of the property exchange when declaring personal comprehensive income tax have to.
For a joint stock limited company that has not issued shares, when transferring shares, its shareholders shall hold various "share transfer certificates" and other certificates representing "shares" for the transfer, which are not securities under the Securities Transaction Tax Act and shall be exempted from taxation Securities Transaction Tax. (Ministry of Finance 68.7.17 Taiwan Caishui No. 34879 letter)
The equity certificate does not belong to Article 6, Paragraph 2 of the Securities Exchange Act and Article 2, Paragraph 1 of the Securities and Exchange Tax Regulations, which can be regarded as the right certificate or certificate of securities, so there is no issue of securities transaction tax.
However, if there is profit from the sale, the individual shareholders must pay personal comprehensive income tax on the transaction income, and the legal person shareholders are the company's profit income.
Shareholders sell and transfer the equity of issued stocks: it is in line with the securities exchange law called the stock exchange income. When the shareholder's equity is sold and transferred, the shareholder must pay the securities transaction tax.
Note: Whether there are shares issued, you can go to the Financial Joint Credit Information Center of the consortium legal person to apply for an additional investigation of the corporate credit report A18 (stock visa no)
For the business of a company, according to the law or an order based on the authorization of the law, it is stipulated that its business must be approved by the competent authority of the target industry . licensing business).
Overseas Chinese and foreign investors or mainland investors should attach the investment approval letter and capital approval letter of the Investment Review Committee of the Ministry of Economic Affairs .
| serial number | Documents to be prepared for "Registration of shareholders' capital transfer and director change registration" |
| 1 | Application for company change registration |
| 2 | A copy of the Articles of Association (If you only apply for the registration of the change of directors, you do not need to amend the Articles of Association) |
| 3 | Photocopies of shareholders’ consent letter and directors’ consent letter (exempt if there is no chairman) |
| 4 | Photocopy of director's letter of consent |
| 5 | Photobook of shareholder qualifications and identification documents (If the identity certificate has been submitted and the identity information has not changed, the identity certificate can be exempted from submitting; if the shareholder is a domestic company or an approved foreign company, it is exempt) |
| 6 | Copy of the qualification and identity certificate of the director or other person in charge (if the identity certificate has been submitted and the identity information has not changed, the submission of the identity certificate may be exempted) |
| 7 | 2 copies of change registration form |
| 8 | Example of filling in registration of change of limited company |
| time required | 6-10 days |
| Other precautions | Those who are required to obtain permission from the competent authority in accordance with the law should attach a photocopy of the permission document, otherwise they will be exempted from sending it. If the documents and forms to be attached are photocopies or foreign documents, the competent authority may require the originals or Chinese translations to be attached when necessary. If an accountant or lawyer is appointed to represent the applicant, a power of attorney should be attached. If the shareholder is a person with no capacity for conduct, the legal representative must issue a letter of consent on his behalf; if the shareholder is a person with limited capacity for conduct, the issuance of the letter of consent must be approved by the legal representative. The change registration form shall be processed in the format prescribed by the competent authority. |
For the business of a company, according to the law or an order based on the authorization of the law, it is stipulated that its business must be approved by the competent authority of the target industry. licensing business).
Overseas Chinese and foreign investors or mainland investors should attach the investment approval letter and capital approval letter of the Investment Review Committee of the Ministry of Economic Affairs.
| serial number | Documents to be prepared for "Changes in Shareholdings of Directors and Supervisors" of a joint stock company |
| 1 | Application Form for Reporting Changes in Shareholdings of Directors and Supervisors of Co., Ltd. |
| 2 | 2 copies of registration form for change of joint stock company |
| 3 | The continuation of the registration form of the joint stock company (list of business, directors, supervisors or other persons in charge, representative legal person, manager list) |
| 4 | Copies of approval letters from other agencies |
| 5 | Power of Attorney Photocopy |
| time required | 6-10 days |
| Other precautions | If the documents and forms to be attached are photocopies or foreign documents, the competent authority may require the originals or Chinese translations to be attached when necessary. If an accountant or lawyer is appointed to represent the applicant, a power of attorney should be attached. The change registration form shall be processed in the format prescribed by the competent authority. |
| competent authority | illustrate |
| Department of Commerce, Ministry of Economic Affairs | Domestic companies with a paid-in capital of NT$500 million or more whose location is within the jurisdiction of Kinmen, Matsu, and Taiwan Province; registration and management of foreign companies’ branches in Taiwan, foreign companies applying for registration in Taiwan offices; mainland companies licensed and registered in Taiwan Registration and management of Taiwan branches, mainland companies applying for licenses and filings for Taiwan offices |
| Central Office of the Ministry of Economic Affairs | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of Kinmen, Matsu, or Taiwan Province |
| Taipei City Government (Commercial Office) | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of Taipei City |
| New Taipei City Government (Economic Development Bureau) | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of New Taipei City |
| Taoyuan City Government (Economic Development Bureau) | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of Taoyuan City |
| Taichung City Government (Economic Development Bureau) | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of Taichung City |
| Tainan City Government (Economic Development Bureau) | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of Tainan City |
| Kaohsiung City Government (Economic Development Bureau) | Domestic companies whose paid-in capital is less than NT$500 million and whose location is within the jurisdiction of Kaohsiung City |
| Processing Export Zone Management Office of the Ministry of Economic Affairs | Companies in processing export zones |
| Hsinchu Science and Technology Park Administration, Ministry of Science and Technology | Companies in the Hsinchu Science and Technology Industrial Park of the Ministry of Science and Technology |
| Central Science and Industry Park Administration of the Ministry of Science and Technology | Companies in the Central Science and Technology Industrial Park of the Ministry of Science and Technology |
| Ministry of Science and Technology Southern Science and Industry Park Administration | Companies in the Southern Science and Industry Park of the Ministry of Science and Technology |
| Pingtung Agricultural Biotechnology Park Preparatory Office | Companies in the Pingtung Agricultural Biotechnology Park |
| Transportation and Harbor Bureau | Companies in the Seaport Free Trade Zone |
| Civil Aviation Administration of the Ministry of Communications | Companies in the Taoyuan Aviation Free Trade Port Zone (implemented from September 1, 2013) |
The transfer of company shares shall not be prohibited or restricted by the articles of incorporation, except as otherwise provided in this Act. However, it cannot be transferred unless the company is established and registered.
For the transfer of shares, unless the transferee's name and domicile or residence are recorded in the company's shareholder register, the transfer shall not be used against the company.
Changes to the records of the shareholder register referred to in the preceding Paragraph shall not be made within 30 days before the regular shareholders' meeting, 15 days before the extraordinary shareholders' meeting, or within 5 days before the company decides to distribute dividends, bonuses or other benefits.
A company offering shares to the public shall not change the record in the shareholder register referred to in Paragraph 1 within 60 days before the regular shareholders' meeting or within 30 days before the extraordinary shareholders' meeting.
The period in the preceding two items shall be calculated from the meeting date or the base date.
After being elected, directors shall report to the competent authority the amount of company shares held by them at the time of election; Of course he will be dismissed.
When directors increase or decrease their shares during their term of office, they shall report to the competent authority and make an announcement.
After being elected, the director of a company that has issued shares to the public transfers more than half of the company's shares held at the time of election before taking office, or transfers more than half of the company's shares held during the period before the stockholders' meeting is closed. , its election loses its validity.
The National Taxation Bureau of the Northern District of the Ministry of Finance stated that they recently received calls from people asking how to pay the securities transaction tax if they buy and sell unlisted, unlisted, and unemerged stocks. Do I have to report to the IRS after paying?
According to the Bureau, according to Article 3 of the Securities Transaction Tax Regulations, the securities transaction tax for direct private sales of stocks shall be collected by the tax collector (buyer) at the prescribed tax rate of 3/1000 on the delivery date of each transaction, and After filling out the payment form for the general agency tax collection of securities transaction tax and paying it to the financial institution, the agency collection obligation is completed, and there is no need to declare to the National Taxation Bureau.
The bureau further explained that the public can go to the homepage of the taxation portal of the Ministry of Finance/Online Services/Electronic Declaration and Payment Service/Three-segment barcode printing of the self-payment payment form (online version)/ Payment form for general tax collection of securities transaction tax —It is very convenient to complete the tax payment obligations by logging in, printing and printing the payment form under Item 492, and then paying the tax collection at the financial institution. If you have any questions about the collection and payment of securities transaction tax on the trading of non-listed, non-over-the-counter and non-emerging stocks, you can call the toll-free service number 0800-000321 for inquiries, or contact the nearest branch of the State Taxation Bureau, tax collection office and Contact the service office.
Contact person for press release: Section Chief Li of the Three Sections of Review 2019-12-06
Contact number: (03)3396789 ext. 1491
The National Taxation Bureau of the Northern District of the Ministry of Finance stated that in accordance with the provisions of Article 5, paragraph 2 of the Inheritance and Gift Tax Law, if the property is transferred, the debt is exempted or assumed at a significantly disproportionate price, the difference shall be taxed in accordance with the law as a gift gift tax.
The Bureau gave an example. In May 2012, Mr. A, the taxpayer, sold all his shares in Company A to Mr. B. The sales price was 6,200,000 yuan, but Mr. B actually only paid 1,800,000 yuan. The daily net asset value was as low as 12,332,500 yuan, which involved the transfer of property at a significantly disproportionate price. Based on the difference between the net equity value on the sale day and the actual transaction price, the total amount of gifts approved was 10,532,500 yuan. Although Mr. A claimed that the actual price received was lower than the sales price, it was because the payment period agreed by both parties had not yet expired, and he had no reason to donate it to Mr. B. Yunyun, after the review of the application, the Bureau stated that although the sales price of the shares in dispute was agreed to be 6,200,000 yuan, However, when the investigation was conducted in September 2013, it had been more than 1 year and 4 months since the transaction between Qu and others, and Mr. Yi actually only paid 1,800,000 yuan, which was not equivalent to the net value of 12,332,500 yuan of the disputed equity. As for the deemed gift as stipulated in Subparagraph 2 of Article 5 of the Act on Inheritance and Gift Tax, there should be evidence for the assessment of gift tax, and the application for review should be rejected.
The Bureau specifically appeals to the taxpayer to transfer property at a significantly disproportionate price. If the taxpayer cannot provide a reasonable explanation and specific supporting documents to prove that other objective factors have affected the sale price, the sale price is indeed lower than the net value of the equity. The National Taxation Bureau will verify the property value based on the current price (that is, the net equity value), and the difference between the two will be treated as a gift and the gift tax will be levied.
Source: Ministry of Finance 1050119 press release
According to the National Taxation Bureau of the North District of the Ministry of Finance, according to the Securities Transaction Tax Regulations, the securities transaction tax is levied on the person who sells the securities, and the securities buyer (i.e. the agent) in the On the day of the delivery of each transaction, the tax rate of 3‰ shall be collected based on the transaction price of each transaction, and the payment form for the general tax amount of securities transaction tax shall be filled out on the next day of the collection and paid to the tax collection financial institution, or through the " "Tax Portal of the Ministry of Finance" Click Online Service/Electronic Declaration and Payment Service/Three-segment Barcode Printing of Self-Payment Payment Form (online version)/Securities Transaction Tax General Tax Amount Payment Form (492), enter securities for sale After printing the barcoded payment form, you can pay the tax to the tax collection office of each financial institution, which saves time and is convenient!
The bureau reminded that before paying the securities transaction tax when buying and selling unlisted (over-the-counter) stocks, the public should check again whether the information filled in the payment form (the name of the trading securities, the unified number of the profit-making enterprise or ID card, the total transaction price, etc.) Correct and accurate, in order to protect their own rights and interests. If you have any questions, you can also call the free service number 0800-000-321 for consultation, and the bureau will serve you wholeheartedly.
Contact person for press release: Section Chief Guo for Review of the Three Sections 2020-10-06
Contact number: (03)3396789 ext. 1481
The National Taxation Bureau of the Northern District of the Ministry of Finance stated that they recently received calls from people asking how to pay the securities transaction tax if they buy and sell unlisted, unlisted, or unemerged stocks. Do I have to report to the IRS after paying?
According to the Bureau, according to Article 3 of the Securities Transaction Tax Regulations, the securities transaction tax for direct private sales of stocks shall be collected by the tax collector (buyer) at the prescribed tax rate of 3/1000 on the delivery date of each transaction, and After filling out the payment form for the general agency tax collection of securities transaction tax and paying it to the financial institution, the agency collection obligation is completed, and there is no need to declare to the National Taxation Bureau.
The bureau further explained that the public can go to the homepage of the taxation portal of the Ministry of Finance/Online Services/Electronic Declaration and Payment Service/Three-segment barcode printing of the self-payment payment form (online version)/ Payment form for general tax collection of securities transaction tax —It is very convenient to complete the tax payment obligations by logging in, printing and printing the payment form under Item 492, and then paying the tax collection at the financial institution. If you have any questions about the collection and payment of securities transaction tax on the trading of non-listed, non-over-the-counter and non-emerging stocks, you can call the toll-free service number 0800-000321 for inquiries, or contact the nearest branch of the State Taxation Bureau, tax collection office and Contact the service office.
Contact person for press release: Section Chief Li of the Three Sections of Review 2019-12-06
Contact number: (03)3396789 ext. 1491
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