外國人投資條例

Matters relating to investments within the territory of the Republic of China (“ROC”) by foreign nationals, and the protection, restrictions, and administration of such investments shall be governed by this Act.

1The term “Competent Authority” as used in this Act refers to the Ministry of Economic Affairs.

2The Competent Authority may authorize subordinate agencies or commission other institutions or organizations to administer the investments set forth in this Act.

1Foreign national as referred to in this Act shall include foreign legal persons.

2The nationality of a foreign legal person shall be determined by the law under which the foreign legal person is incorporated.

3Foreign nationals making investments within the territory of the ROC under this Act are hereinafter referred to as “investors” or the “investor.”

1Investments as referred to in this Act shall be as follows:

21. Holding shares issued by an ROC company, or making capital contributions to an ROC company;

32. Establishing branch office, a sole proprietorship or a partnership in the territory of the ROC;

43. Providing loan(s) to the invested business referred to in the preceding two paragraphs for a period exceeding one (1) year.

If the investor holds, in an aggregate, more than one third (1/3) of the total shares issued by an enterprise in which the investor invests, or if an investor contributes, in an aggregate, more than one third (1/3) of the total capital amount of an enterprise in which the investor invests, the reinvestment to be made by the invested enterprise shall be subject to the Competent Authority’s approval.

1Investments made in accordance with this Act consist of the following types of capital contributions:

21. Cash;

32. Machinery and equipment or raw materials for own use;

43. Patent rights, trademark rights, copyrights, technical know-how or other intellectual property rights;

54. Other property in which the investor may invest under the Competent Authority’s approval.

1The investor is prohibited from investing in the following industries:

21. Those which may negatively affect national security, public order, good morals, or national health;

32. Those which are prohibited by the law.

4The investor, who applies to invest in an industry in which investment is restricted by law or by an order given under the applicable law, shall obtain an approval thereof or a consent thereto from the competent authority in charge of the industry in question.

5The industries prohibited under paragraph 1 above and restricted under paragraph 2 above shall be prescribed and reviewed on a regular basis by the Executive Yuan.

1The investor who makes an investment in accordance with this Act is required to fill out an investment application form, attach the investor’s investment plans and relevant documents, and submit it to the Competent Authority for approval. The same shall apply if the investor’s investment plan changes.

2The format of the investment application form in the preceding paragraph shall be prescribed by the Competent Authority.

3The Competent Authority shall make its decision on an investment application case within one (1) month after completion of the application procedures, or if the application is also subject to the approval of the competent authority in charge of the relevant end enterprise, within two (2) months thereafter.

4Regulations governing investors’ investments in securities shall be stipulated by the Executive Yuan.

1The investor shall have the investor’s approved capital contribution remitted in full into the ROC within the prescribed time limit, and shall submit a report on the receipt of the contribution amount to the Competent Authority for examination.

2If the investor fails to implement the investor’s investment, in whole or in part, after being granted an approval to make an investment under this Act, within the prescribed time limit, the approval of the investor’s unimplemented investment shall be revoked upon expiration of the prescribed time limit. However, for justifiable cause, the investor may, prior to the expiration, apply to the Competent Authority for an extension of the prescribed time limit.

3After implementing the investor’s investment, the investor shall request the Competent Authority to verify the total amount of the investor’s investment.

4Regulations of the verification shall be prescribed by the Competent Authority.

1In case the investor intends to transfer the investor’s investment already implemented by the investor to an industry other than those prohibited from investment under paragraph 1 of Article 7 hereof, the investor shall apply to the Competent Authority for cancellation of the investor’s original investment and for approval of the investor’s new investment.

2In case the investor intends to assign the investor’s investment, the assignor and the assignee shall jointly apply to the Competent Authority for approval of the assignment.

The investor shall be entitled to foreign exchange settlement under this Act. This entitlement is not transferable, except to the legitimate heir of the assignee of the investor’s investment, or to other authorized foreign nationals or overseas compatriots to whom the investor has assigned the investor’s investment.

1The investor may apply for foreign exchange settlement against the interests accrued on the investor’s annual income, or against the profit surplus distributed to the investor from the investor’s investment.

2When the investor is approved to transfer the investor’s shares, to withdraw or decrease the investor’s investment, the investor may apply for foreign exchange settlement, in a lump sum, against the total amount of the investor’s investment as approved. The foregoing clause is also applicable to the capital gain realized from the investor’s investment.

3The investor’s application for foreign exchange settlement against the payment of the principal and interest of the investor’s loan investment shall be governed by the agreed terms and conditions approved by the Competent Authority.

1In case the government expropriates or acquires an invested enterprise for national defense reasons, the investor thereof whose investment is less than 45% of the total capital amount of the invested enterprise shall be entitled to a reasonable compensation.

2The compensation under the preceding paragraph shall be permitted for foreign exchange settlement.

1In case the investor’s investment accounts for 45% or more of the total capital amount of the enterprise in which the investor invests, the invested enterprise shall not be subject to expropriation or acquisition as long as the said capital contribution rate of the investor remains unchanged for a period of twenty (20) years after the commencement of business of the invested enterprise.

2If the investor’s investment is made in conjunction with an overseas compatriot who makes the investment under the Act for Investment by Overseas Compatriots, and if their aggregate amount of investment accounts for 45% or more of the total capital amount of the invested enterprise, the provisions referred to in the preceding paragraph shall, mutatis mutandis, apply thereto.

1Where an invested enterprise is organized as a company under the Company Act, the investor thereof may be exempt from the restrictions on the investor’s domicile in the ROC, nationality, and the amount of capital contributions under paragraph 1 of Article 98, paragraph 2 of Article 108, paragraph 1 of Article 128, paragraph 5 of Article 208, and paragraph 1 of Article 216 of the Company Law.

2The provisions of paragraph 4 of Article 156 of the Company Act requiring issuance of stock certificates to the public, and the provisions of Article 267 of the same Law requiring setting aside a certain percentage of new shares (issued as a result of capital increase by cash) for subscription by employees of the invested enterprise shall not apply to an investor’s investment if such investment accounts for 45% or more of the total capital of the enterprise in which the investor invests.

3If the investor’s investment is made in conjunction with an overseas compatriot who makes the investment under the Act for Investment by Overseas Compatriots, and if their aggregate amount of investment accounts for 45% or more of the total capital amount of the invested enterprise, the provisions referred to in the preceding paragraph shall, mutatis mutandis, apply thereto.

1After special approval by the Executive Yuan, the investor or the enterprise in which the investor invests shall not be subject to the following restrictions:

21. Paragraph 1 of Article 5 and the proviso of paragraph 3 of Article 5, paragraph 1 of Article 8 regarding ROC nationals, and subparagraph 2 of Article 43 of the Mining Act;

32. Subparagraph 7 of Article 17 of the Land Act;

43. All items of subparagraph 3 of Article 2 and subparagraph 4 of the Law of Ships; provided, however, that inland and coastal navigation enterprises or those which are not in the form of jointly invested enterprises shall remain subject to the foregoing restrictions;

54. All items of subparagraph 3 of paragraph 1 of Article 10 and paragraph 1of Article 45 of the Civil Aviation Act.

Except as otherwise provided for in other laws, the enterprise in which the investor has invested hereunder shall be accorded the same rights and obligations to which an enterprise operated by ROC nationals is entitled.

1Unless otherwise provided for in this Act, if the investor violates the provisions of this Act, or fails to perform any matters approved by the Competent Authority, the Competent Authority may deal with the situation in the following manner:

21. Revoke the investor’s right of foreign exchange settlement against the investor’s profit or interest earned in a prescribed period of time;

32. Revoke the approval for the investor’s investment and the investor’s rights under this Act.

1A foreign national, who fails to make an investment in accordance with this Act before the amendment to this Act comes into force, may within one (1) year from the enforcement of this amended Act, apply to the Competent Authority for registration for the application of this amended Act to the investor’s prior investment.

2The procedure of registration referred to in the preceding paragraph shall be prescribed by the Competent Authority.

This Act shall become effective as of its date of promulgation.