Syndicate Legal Advisory Services prepares the complete legal documentation package required to list a company’s shares on the Taiwan Stock Exchange or the Taipei Exchange Mainboard — including the preceding registration on the Emerging Stock Market and the Taiwan Innovation Board or Pioneer Stock Board routes — or to list Taiwan Depositary Receipts for a company already listed on an approved overseas exchange. Working alongside the company’s management, the recommending securities firms acting as sponsors and underwriters, the Taiwanese certified public accountants, and the company’s Taiwan stock affairs agent, we draft, assemble, and organize every document the exchanges, the Financial Supervisory Commission, and the Central Bank of the Republic of China (Taiwan) require — for a foreign-company primary listing, a TDR secondary listing by a company already listed in the United States, or a transfer from the Emerging Stock Market or TPEx to TWSE — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and route analysis — written assessment of the company against the TWSE and TPEx listing requirements for foreign issuers (operating history, paid-in capital or net worth, profitability or market-value tests, shareholder-distribution requirements, and the alternative standards for the Taiwan Innovation Board and Pioneer Stock Board), the Emerging Stock Market registration requirements, and the TDR eligibility criteria, together with the FSC’s restrictions on issuers with PRC shareholders, PRC-based management, or substantial PRC operations and its requirements for the issuer’s jurisdiction of incorporation, with a gap memo identifying the achievable route and what must be addressed before filing.
Pre-listing structuring documents — where the company elects to list through an offshore holding company in a jurisdiction the FSC accepts, the U.S. board and shareholder resolutions, share-exchange or contribution agreements, and intercompany arrangements establishing that structure and documenting the chain of ownership from the U.S. shareholders to the listing vehicle, and the corporate housekeeping the recommending securities firms will examine.
Emerging Stock Market registration package — preparation of the ESM registration application, the recommending securities firms’ sponsorship agreements and evaluation reports, the stock affairs agent appointment, and the supporting documents for the mandatory pre-listing trading period.
Exchange listing application package — preparation of the TWSE or TPEx listing application and its supporting documents in the form the exchange prescribes, the recommending securities firms’ evaluation reports and declarations, the directors’ and officers’ declarations, the foreign-issuer undertakings, the shareholder register and distribution analysis, and, for a TDR listing, the depositary agreement, custodian arrangements, and TDR terms.
Securities and Exchange Act registration and prospectus — drafting and coordination of the FSC registration filing and the Chinese-language prospectus for a public offering in Taiwan, with the required Taiwanese CPA audit reports and the certified Chinese translations of the company’s constitutional documents, material contracts, and home-country financial statements, and the Central Bank foreign-exchange approvals for the inflow and remittance of offering proceeds.
Foreign-issuer compliance documents — the documents required specifically of foreign companies listing in Taiwan: appointment of a Taiwan litigation and non-litigation agent, the undertaking to comply with Taiwanese shareholder-protection standards, documentation that the company’s constitutional documents provide protections comparable to Taiwan’s Company Act and Securities and Exchange Act, and the designation of a resident disclosure contact.
U.S. securities law coordination — Regulation S structuring for the Taiwanese offering, confirmation that the listing creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s U.S. periodic reports where it maintains them, and reconciliation of the Taiwanese and U.S. disclosure timetables.
Corporate governance documents — amendments to the constitutional documents to meet FSC and exchange requirements for listed companies, including independent directors and an audit committee, board and shareholder resolutions authorizing the listing and any offering, the corporate governance and sustainability frameworks under the exchanges’ best-practice principles, and the English-language mirror versions the U.S. parent’s board will act on.
Insider and ownership-reporting compliance — insider shareholding reports and transfer-declaration procedures under the Securities and Exchange Act, the 10% shareholder reporting regime, insider trading and fair-disclosure procedures, and integration with the company’s U.S. Section 16, Schedule 13D/13G, and Regulation FD processes.
Exchange and regulator correspondence — preparation of English-language drafts and supporting materials for responses to TWSE or TPEx listing-review inquiries, FSC registration comments, and the recommending securities firms’ due-diligence requests, for finalization and filing by Taiwanese counsel.
Post-listing compliance toolkit — a bilingual calendar and template set covering ongoing obligations: annual, semi-annual, and quarterly financial reports and the annual report filed through the Market Observation Post System, material-information disclosure, shareholders’ meeting procedures, insider reporting, the foreign-issuer disclosure requirements, and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed listing application binder (electronic and hard copy) with a filing checklist mapped to the exchange’s foreign-issuer document list, and a reviewer-ready version of each document for execution by the company.
Engagement structure: flat-fee document preparation, scoped by exchange (TWSE or TPEx, including the Innovation Board and Pioneer Stock Board), route (foreign-company primary listing or TDR secondary listing), and stage (Emerging Stock Market registration, listing application, and offering), with milestone billing tied to the pre-application memo, ESM registration, listing-application package, and final listing.