Cross-Border Business & Investment

As a rule, yes. A foreign national or entity forming a Taiwan-incorporated company, or acquiring shares or an equity interest in a company that is not listed, OTC-listed or emerging-stock, must obtain approval under the Statute for Investment by Foreign Nationals before remitting or contributing the investment or completing the transfer, regardless of amount. Applications normally go to the MOEA Department of Investment Review; designated park authorities handle park cases, and not every application goes before the Investment Review Council. After approval, remit or contribute in accordance with it, present the approval letter for foreign-currency conversion, and apply to verify the investment amount within two months after contribution, followed where applicable by CPA capital verification and corporate registration. Taiwan branches of foreign companies, listed/OTC/emerging-stock investments and mainland-Chinese investment follow different routes. Identify required approval before signing and make it a condition to closing.

We advise against it. A commercial contract does not become invalid merely because it is in English or the signer did not understand every provision; once validly formed, the parties are generally bound. If Taiwan law applies, setting aside for mistake must satisfy Civil Code Article 88, including that the mistake was not caused by the declarant's own negligence. Fraud likewise requires proof of fraud and its effect on consent. Not understanding English alone does not create a right to set the contract aside. Before signing, confirm price, quantity and performance terms, governing law, court jurisdiction or arbitration, liability limits and indemnities, termination rights, and IP ownership and licence scope. Obtain a reliable translation and, where appropriate, advice in the relevant jurisdiction.

As a rule, sign before disclosing non-public technical, commercial or pricing information. A first discussion may stay public or high-level, but do not disclose first and paper it later. Use a one-way NDA for one discloser and a mutual NDA for exchange. Define Confidential Information, including oral disclosures, samples and derived material, and exclude information made public without breach, previously lawfully held without a duty, lawfully received from an entitled third party or independently developed. Limit use to a stated purpose and disclosure to need-to-know representatives under equivalent duties; address compelled disclosure, notice where lawful, minimum disclosure, survival and return or destruction. For a cross-border deal, choose governing law, courts or arbitral institution and seat, language, interim relief and an enforceable forum. Under Taiwan law, an excessive agreed penalty may still be reduced. An NDA does not replace reasonable secrecy measures: classify and mark information, restrict access and keep disclosure records.

Product names and customs codes are not enough. Classify the item, software or technology against Taiwan's SHTC lists using technical specifications, then screen destination, purchaser, consignee, ultimate user, end use and Taiwan's entity list. An unlisted item may still be controlled for nuclear, chemical/biological, missile or other military-weapon uses or transaction red flags. SHTC items generally require an International Trade Administration licence before export, subject to exemptions. Analyse US rules separately; merely containing US technology does not answer applicability. US-origin items, software and technology generally remain subject to the EAR, while Taiwan-made items require de minimis and foreign-direct product rule analysis. Even if subject to the EAR, licence need depends on ECCN/EAR99, destination, use, user, BIS lists and exceptions. OFAC sanctions require program-specific analysis of US nexus, lists and the 50 Percent Rule; non-US persons may face exposure for causing US violations, evasion, specified reexports or secondary sanctions. Complete classification, restricted-party and transaction screening, licence analysis and recordkeeping before export.