[Last updated: 1 January 2024, unless otherwise noted]

Save for companies that were incorporated in China, there is no other jurisdiction of incorporation or industries that would not be acceptable for a listing on the TWSE.

There is a difference between primary listing and secondary listing with respect to the financial requirements for a foreign enterprise to be qualified to list its securities on the TWSE. Further, different financial requirements are imposed on domestic and foreign companies.

Primary listing

Size. An enterprise (other than a technology enterprise) applying for a primary listing should meet one of the following requirements in respect of its company size:

• Its paid-in capital or shareholders' equity must be at least NT$600 million (approximately US$19.56 million).
• Its market capitalization must be at least NT$1.6 billion (approximately US$52.16 million).

If the applicant is a domestic company which is not a state-owned enterprise in Taiwan, its paid-in capital must be at least NT$600 million (approximately US$19.56 million) and the number of common shares to be publicly offered and issued common stock must be at least 30 million shares.

A technology enterprise applying for a primary listing should meet one of the following requirements:

• Its paid-in capital or shareholders' equity must be at least NT$300 million (approximately US$7.78 million).
• Its market capitalization must be at least NT$800 million (approximately US$26.08 million).

Since March 2019, the TWSE have made alternative listing standards available for companies that have not yet been profitable, specifically:

• Where the company has a market capitalization of NT$5 billion (approx. US$163.00 million) or more:
  • Operating income in the most recent fiscal year must exceed NT$5 billion (approx. US$163.00 million), such amount also to be an improvement on the previous fiscal year;
  • It must have positive cash flow from business activities in the most recent fiscal year, and
  • Net worth as shown on the financial reports for the most recent quarter and the most recent fiscal year must be at least two-thirds of the capital stock identified in the financial report, or
• Where the company has a market capitalization of NT$6 billion (approx. US$195.60 million) or more:
  • Operating income in the most recent fiscal year must exceed NT$3 billion (approx. US$97.80 million), such amount also to be an improvement on the previous fiscal year, and
  • Net worth as shown on the financial reports for the most recent quarter and the most recent fiscal year must be at least two-thirds of the capital stock identified in the financial report.

Profitability. For an enterprise other than a technology enterprise, the net income before tax for the most recent three fiscal years must be NT$250 million (approximately US$8.15 million) or higher, and net income before tax for the most recent fiscal year must be NT$120 million (approximately US$3.91 million) or higher, with no accumulated deficits.

For a technology enterprise, at the time of the listing application, the net value of the enterprise must be at least two thirds of the share capital, and the working capital must be sufficient to operate the business for 12 months according to the audited financial statements of the most recent year.

For a domestic issuer, net income before tax in its financial statements must meet one of the following criteria:

• The net income before tax for the most recent two fiscal years must each equal at least 6% of the share capital stated on the financial statements for the annual final accounts.
• The net income before tax for the most recent two fiscal years must by average equal at least 6% of the share capital stated on the financial statements for the annual final accounts and the profitability for the most recent fiscal year must be greater than that for the immediately preceding fiscal year.
• The net income before tax for the most recent five years must each equal at least 3% of the share capital stated on the financial statements for the annual final accounts.

In addition, the issuer may not have any accumulated deficit for the most recent fiscal year.

If the issuer (foreign and domestic alike) is in the food industry or at least 50% of its annual revenue for the more recent fiscal years was from food/beverage business, the following additional requirements must be satisfied:

• It has a laboratory and conduct internal testing and inspection.
• If it retains an external laboratory/organization to test and inspect the ingredients, semi-product or products, that laboratory/organization must be recognized by a local competent authority, international testing/inspection organization or organization accredited by local competent authority.
• A fairness opinion issued by an independent expert on the matters including the issuer's food safety monitoring plan, inspection period and inspection items.

For a domestic issuer which is not a state-owned enterprise in Taiwan, before filing the application, it must have obtained an effective public issuance registration from the FSC and then registered for trading on the emerging stock board of the Taipei Exchange (over-the counter market) for not less than six months.

Secondary listing

Size. An enterprise (other than a technology enterprise) applying for a secondary listing should meet all of the following requirements in respect of its company size:

Shareholders' equity must be at least NT$600 million (approximately US$19.56 million).

At least 20 million shares/units must be listed, or the market capitalization must be at least NT$300 million (approximately US$9.78 million). However, the listed shares or units should not exceed 50% of the issued shares of the foreign issuer.

A technology enterprise applying for a secondary listing should meet all of the following requirements:

• Shareholders' equity must be at least NT$300 million (approximately US$9.78 million).
• At least 20 million shares/units must be listed, or the market capitalization must be at least NT$300 million (approximately US$9.78 million). However, the listed shares or units should not exceed 50% of the issued shares of the foreign issuer.

Profitability. With regard to the profitability of an enterprise other than a technology enterprise, the enterprise must have no accumulated deficits and meet at least one of the following requirements:

• The ratio of net income before tax to shareholder's equity for the most recent fiscal year must be at least 6%.
• Either the ratio of net income before tax to shareholder's equity for each of the past two fiscal years must be at least 3%, or the average must be at least 3%, and the profitability in the most recent fiscal year must be better than in the preceding year.
• The net income before tax for each of the most recent two years must be at least NT$250 million (approximately US$8.15 million).

For a technology enterprise, at the time of the listing application:

• Shareholders' equity must be at least two thirds of the result of share capital plus capital surplus.
• The working capital must be sufficient to operate the business for 12 months.
• Half of the working capital must be originating from main business activities according to the audited financial statements of the most recent year.

Continued listing standards and other requirements

There are no specified ongoing financial maintenance requirements for a foreign company to comply with after the initial listing. However, if the net value of a primary listed company is less than one-half of the capital of the company according to the financial statements, the TWSE may request the company to change the trading method of its securities. Further, the TWSE may delist a primary listed company if the company's net value is less than zero according to the latest consolidated financial statements, or if more than 70% of its total issued shares or market capitalization is held by another listed company.

In order to apply for a primary listing, a foreign enterprise other than a technology enterprise must demonstrate at least three years' business records, and a foreign technology enterprise must demonstrate business records for one or more fiscal years. For enterprises applying for a secondary listing, there is no such limitation.

For a domestic company which is not a state-owned enterprise in Taiwan, it shall have incorporated under the Company Law of Taiwan for more than three years.

There are also corporate governance requirements for companies applying for a primary listing. Please refer to section 5 below for further information.

Any company applying for a primary or a secondary listing must appoint a sponsor that has been approved by the FSC. The sponsor provides financial advice and is responsible for liaising with the FSC on behalf of the company. A foreign company that applies for primary listing must engage its sponsor to advise on compliance with the securities laws and regulations of Taiwan, the rules and announcements of the TWSE and the listing contract for the year of listing and the following two years.

There is no provision that requires an applicant company to conduct interviews with the TWSE as part of the listing process.

For a foreign company applying for a primary listing, its directors, supervisors and shareholders holding at least 10% of the issued shares must submit their shares for central custody.
For a foreign company or domestic company applying for listing as a technology-based enterprise, the following persons shall submit their shares for central custody:

• Its directors, supervisors, president and chief R&D officer.
• Shareholders holding at least 5% of the issued shares.
• Any of its shareholders who holds a position at the company and owns either:
  • At least 0.5% of the issued shares of the company by contributing patent right or know-how as consideration for its equity capital as of the time of filing of the listing application.
  • At least 100,000 issued shares of the company by contributing patent right or know-how as consideration for its equity capital as of the time of filing of the listing application.

For a primary listing application, at the time of listing, the number of holders of registered shares of an enterprise (other than technology) must be at least 1,000. Also, there must be at least 500 shareholders (other than insiders of the company and judicial entities whose shares are held by those insiders with more than 50% shareholding), and the total number of shares they hold must be at least 20% of the total outstanding shares, or at least 10 million.

The number of holders of registered shares of a technology enterprise must be at least 500. Also, shareholders (other than insiders of the company and judicial entities whose shares are held by those insiders with more than 50% shareholding) must hold at least 20% of the total outstanding shares, or at least 5 million. Further, before the primary listing, the applicant company must appoint an underwriter to conduct the public offering of at least 10% of the shares to be listed and must increase its capital by issuing new shares. However, if the number of shares subject to the underwriting for public offering is more than 20 million, the issuer may conduct a public offering for not less than 20 million shares.

The above public float requirements apply to both foreign and domestic issuers.

For a secondary listing application, at the time of listing, the number of holders of registered shares of all enterprises must be at least 1,000. Also, shareholders (other than insiders of the company and judicial entities whose shares are held by those insiders with more than 50% shareholding) must hold at least 20% of the total issued units, or at least 10 million units.

After the listing, there is no minimum public float and no minimum number of security holders. However, if more than 70% of the issued and outstanding shares in a foreign and domestic issuer are held by another listed company, TWSE may delist that issuer.

The currency denomination of shares in a foreign issuer may be in New Taiwan Dollars or any other currency. All listed shares must be settled with Taiwan Depository and Clearing Corporation.

In order to maintain its listing, a foreign company must retain its lead underwriter as the compliance adviser.

A foreign company also must comply with the Law Governing Relations between Peoples of the Taiwan Area and the Mainland Area when applying for a primary and secondary listing. Further, a foreign company applying for a primary listing should receive counsel from an adviser for not less than six months, or register for trading as an emerging stock on the Taipei Exchange for not less than six months, before filing the application.

The requirements described in this section 2 are not significantly different from what would be expected of a domestic company except for the requirement to retain the lead underwriter as an issuer's compliance adviser.