​The Latest Par Value System for Company Limited by Shares in Taiwan

For the sake of full correspondence of par value of Company Limited by Shares, which was enacted in the old version Company Act in Taiwan, the system of par-value stock was born hereafter. Due to no minimum amount of par value of shares regulated by laws, it is workable to set a super low amount of par value in the articles of incorporate to ease the difficulty of fundraising the amount of par-value stock theoretically, which is lower than the actual amount of par value. However, the explanation issued by Ministry of Finance in Taiwan is stated that the unit of par value shall be “Dollar”, which means the minimum amount of par-value stock in Taiwan must be higher than TWD1. With this explanation, the theory to ease the difficulty of fundraising by the super low amount of par value is no longer accessible.

To tackle down the fundraising problem for small and medium enterprises, the new terms of article was enacted for close limited companies in 2015, along with the introduction of non par-value stock system. The definition of non par-value stock is the issued shares with no par value, only the amount of shares stated. The shareholders’ equity of non par-value stock are determined by the rate of issued amount of shareholdings, instead of par value of shares. In the circumstance of capital increase in the future, it is suggested to set a reasonable issue price of shares with the current tendency by boards of directors, so that the true value of company will not only be known, but also attract more and more investors to invest it with the reasonable price.

In 2018, the terms of article in Company Act were revised furtherly. It is applicable for non-listing companies limited by shares to issue non par-value stocks as well and the original terms of the minimum required amount of par-value stock in Taiwan higher than TWD1 was cancelled. For those startups, the value of shares can be issued in a very low price, so even if the amount of invested capital is not outstanding, but the number of subscribed shares can be substantial comparatively. As lower as the threshold is, it becomes more flexible and manageable for investors to control the company and ease the difficulty of  fundraising. Nevertheless, the system of par-value stock and non par-value stock is only allowed to choose one to apply to. If a company was applied to the par-value stock system, the system could be changed into the non par-value stock system by the shareholders’ resolutions. Importantly, once the system of non par-value is applied to the company, it is impossible to get back to the par-value stock system once again. That is, as the non-listing companies are determined to apply to the non par-value stock system, it is no longer accessible for these non-listing companies to change into par-value stock system, even becoming the listing companies in the future.