The Financial Supervisory Commission (“FSC”) is the regulatory authority responsible for overseeing capital market activities in Taiwan. The capital market activities are primarily governed by the Securities and Exchange Act (the “SEA”) and the regulations promulgated thereunder by the FSC and rules published by Taiwan Stock Exchange (“TWSE”) and the Taipei Exchange (“TPEx”) respectively.

Equity Capital Market

As a general rule, a public offering or issuance of securities in Taiwan may not be made unless the issuer has obtained the required approval or effective registration from the competent authority, unless an exemption is available under the SEA or applicable regulations.

The TWSE operates the Main Board and the Taiwan Innovation Board (“TIB”). The Main Board is designed for companies satisfying prescribed operating history, capitalization, profitability, market value and public float requirements. By contrast, the TIB is intended to provide a more flexible listing venue for innovative companies, and its admission criteria place greater emphasis on market capitalization and business innovation rather than a conventional profitability track record.

The TPEx operates Taiwan’s principal over-the-counter (OTC) securities market and also administers the Emerging Stock market, which is commonly used by companies as a preparatory platform before applying for a TWSE or TPEx listing. Corporate bonds and financial debentures are typically listed and traded on the TPEx. For international bonds, the TPEx applies a two-tier framework, with a professional board for professional investors and a general board for non-professional investors. The professional board is subject to a more streamlined regulatory process, while offerings to retail investors are subject to more extensive disclosure and investor protection requirements.

Debt Capital Market

Taiwan’s debt capital market comprises both NTD-denominated and foreign currency-denominated debt instruments, including domestic straight corporate bonds, convertible bonds, exchangeable bonds, financial debentures, overseas corporate bonds and European convertible bonds, as well as foreign currency-denominated international bond (or so called, Formosa Bond) listed and traded on the TPEx.

Taiwan does not have a completely separate regulatory regime for debt capital markets. Debt securities are generally regulated under the SEA, the Company Act, the Regulations Governing the Offering and Issuance of Securities by Securities Issuers and regulations promulgated thereunder.

In practice, the regulatory treatment depends on the type of debt instrument and the identity of the issuer. Domestic / overseas corporate bonds, including straight corporate bonds, convertible bonds and exchangeable bonds are generally subject to effective registration with the Securities and Futures Bureau (the “SFB”) of the SFC. Financial debentures issued by banks are subject to the review or registration of the Banking Bureau of the FSC. For foreign currency-denominated international bonds (Formosa Bonds), the TPEx adopts a two-tier framework consisting of professional board and the general board. Offerings sold exclusively to professional investors benefit from simplified issuance requirements and application procedures, while offerings on the general board remain subject to more extensive listing standards and investor protection requirements. The detailed requirements are set out in TPEx rules and other applicable regulations.

The TWSE and the TPEx perform important self-regulatory and front-line supervisory functions in Taiwan’s capital markets. Their roles include administering listing and trading rules, reviewing listing and trading applications, monitoring continuing obligations, operating market surveillance systems, and requiring listed or TPEx-traded issuers to make public disclosures through the applicable information reporting platforms. In the debt capital market, the TPEx plays a particularly significant role because corporate bonds, financial debentures and international bonds are generally listed or traded through the TPEx framework.

The Taiwan Securities Association also has a self-regulatory role with respect to securities firms, underwriters and market intermediaries, including the publication of self-regulatory rules and industry guidelines. Its role is more relevant to the conduct of securities firms and underwriting practice than to the direct regulation of issuers.

That said, the role of self-regulatory organizations remains subordinate to that of the FSC. The FSC remains the ultimate competent authority for securities regulation, while the FSC retains supervisory authority over public companies, securities offerings, securities firms, listing, over-the-counter trading and related market activities. Accordingly, the TWSE, TPEx and industry associations are important in day-to-day implementation and market supervision, but they operate within the regulatory framework established and overseen by the FSC.

Private placements are the most common exemption from the public offering regime in Taiwan. Under Article 43-6 of the SEA, a public company may conduct a private placement of securities to specified categories of investors, including qualified institutional investors, certain qualified natural persons or juristic persons, and insiders or related parties of the company, subject to shareholder approval and other procedural requirements. For certain categories of offerees, the number of offerees is limited to 35.

A private placement is not treated as a public offering and therefore is not subject to the same prospectus and regulatory approval requirements applicable to a public offering. However, the company must not conduct general solicitation or public advertising, and privately placed securities are subject to statutory transfer restrictions. The issuer is also required to file a post-closing report with the FSC within the prescribed period after payment has been completed.

Privately placed shares may not be freely listed and traded as public shares unless the relevant statutory lock-up period has expired and the issuer has obtained the required approval from the TWSE or the TPEx, as applicable. The applicable review standard may vary depending on the circumstances of the private placement, the identity of the placees, the pricing terms and the issuer’s compliance status.

Taiwan’s insider trading regime is principally set out in Article 157-1 of the SEA. A person subject to the insider trading rules is prohibited from buying or selling, in its own name or in the name of another person, equity securities of a listed or TPEx-traded company, or other securities with equity-like characteristics, after becoming aware of material non-public information and before such information has been publicly disclosed or within 18 hours after public disclosure.

The persons subject to these restrictions include directors, supervisors, managerial officers, major shareholders holding more than 10% of the company’s shares, persons who obtain information by reason of an occupational, control or contractual relationship, persons who have lost such status within the preceding six months, and tippees who receive material non-public information from any of the foregoing persons.

Material non-public information generally refers to information that may have a material impact on the company’s share price or on the investment decision of a reasonably prudent investor. Examples include material financial results, significant business developments, major asset transactions, public tender offers, mergers and acquisitions, insolvency events, or other matters materially affecting shareholder rights or securities prices.

To mitigate insider trading risk, listed companies typically adopt written procedures governing the handling and disclosure of material information, establish internal reporting channels, maintain insider lists, impose blackout periods, require trading pre-clearance by directors and senior management, provide regular compliance training, restrict access to sensitive information on a need-to-know basis, and require confidentiality undertakings from employees, advisers and transaction counterparties. In significant transactions, companies also commonly establish clean teams, code names and document access controls to prevent information leakage.

Under Article 32 of the SEA, if a prospectus contains false statements, misleading statements or omissions of material facts, the issuer and its responsible persons may be liable for damages suffered by bona fide purchasers or sellers of the securities. Other persons involved in the preparation or certification of the prospectus, including employees who certify the prospectus, underwriters, certified public accountants, lawyers and other professionals, may also be jointly and severally liable within the scope of their respective responsibilities.

Violations of Taiwan securities regulations may give rise to administrative, civil and criminal liabilities, depending on the nature and seriousness of the violation. The FSC may impose administrative fines, issue corrective orders, require the submission of additional documents or explanations, suspend the effectiveness of a registration, restrict or prohibit a securities offering, or refer the matter for criminal investigation where the conduct involves fraud, market manipulation, insider trading or other criminal violations.

In addition, the TWSE and the TPEx may impose self-regulatory sanctions under their listing, trading and business rules, such as requiring corrective disclosures, imposing penalties, changing trading methods, suspending trading or initiating delisting procedures. Civil liability may also arise where investors suffer losses as a result of false statements, misleading disclosures, prospectus misstatements, insider trading or market manipulation.

Shareholders of public companies in Taiwan may have access to several statutory and procedural remedies, including the following:

• a shareholder may seek to challenge a shareholders’ resolution if the convening procedure or resolution method violates the law or the company’s articles of incorporation. Such action must generally be brought within 30 days after the resolution.
• shareholders holding at least 1% of the company’s issued shares for six months or more may request the supervisor, or the audit committee where applicable, to bring an action against a director on behalf of the company. If the supervisor or audit committee fails to do so within the prescribed period, the eligible shareholder may bring a derivative action in the name of the company.
• shareholders holding at least 1% of the issued shares for six months or more may petition the court to appoint an inspector to examine the company’s operations, financial accounts, assets, specific matters, or particular transaction documents and records, provided that there are justifiable reasons and supporting evidence.
• shareholders may seek remedies under the SEA in respect of securities fraud, false statements, insider trading, market manipulation or other violations. In practice, the Securities and Futures Investors Protection Center (“SFIPC”), plays an important role in Taiwan’s investor protection regime by bringing class actions, derivative actions, discharge actions against directors and supervisors, and claims for disgorgement of short-swing trading profits.

Debt securities holders generally exercise their rights through the trustee, bondholders’ representative or other agent appointed under the relevant trust deed, indenture or bond terms. Individual bondholders’ direct enforcement rights are usually subject to the terms of the relevant bond documents.

Debt securities holders in Taiwan generally exercise their rights in accordance with the terms and conditions of the relevant bonds, the trust deed, the indenture or the agency agreement. In most listed or publicly offered debt securities offerings, bondholders act through the trustee, monitoring issuer compliance, convening bondholders’ meetings, declaring acceleration and enforcing claims on behalf of bondholders following an event of default.

Typical remedies of debt securities include acceleration of the bonds, claims for unpaid principal and interest, exercise of put rights or redemption rights, and participation in insolvency or restructuring proceedings. Where the bonds are secured, remedies may also include enforcement against the collateral or realization of security interests in accordance with the relevant security documents.

Debt securities holders may also have statutory remedies under the SEA if they suffer losses as a result of false statements, misleading disclosures or omissions in a prospectus, offering documents, financial report or other relevant disclosure.

Fundraising activities in Taiwan in 2026 are expected to remain active. Equity and equity-linked capital markets are likely to continue to be supported by Taiwan’s core technology sectors, including semiconductors and AI supply chain-related sectors. Due to strong demands, Taiwan public companies are expected to continue accessing the capital markets to fund capacity expansion, working capital needs and overseas production facilities, especially in the United States.

In particular, overseas equity-linked offerings, including European convertible bonds (ECB) and global depositary receipts (GDR), have become an important fundraising channel for large Taiwan technology issuers in recent years. Over the past two years, several Taiwan public companies have completed ECB and GDR offerings of historically significant size, reflecting both strong investor demand for AI supply chain-related Taiwan issuers and the substantial capital expenditure required to support global AI supply chain expansion.

Taiwan’s principal equity listing venues are the TWSE and the TPEx. For a listing on the Main Board, an applicant is generally required to satisfy quantitative and qualitative requirements relating to operating history, paid-in capital or market capitalization, profitability or alternative financial tests, net worth, absence of accumulated deficit, internal controls, corporate governance, shareholding dispersion and public float. The precise requirements vary depending on the applicant’s industry, listing route and whether the applicant is a domestic or foreign issuer.

The TWSE also operates the TIB, which provides a more flexible listing platform for innovative companies. The TIB focuses on companies with key technologies, innovative capabilities or innovative business models, and its listing criteria place greater emphasis on market capitalization and growth potential rather than conventional profitability requirements. TIB applicants are also generally required to complete prescribed pre-listing advisory procedures or emerging stock trading arrangements before applying for listing.

For foreign issuers, Taiwan permits primary listings and secondary listings, including through Taiwan depositary receipts (TDR). A foreign issuer seeking a secondary listing through TDRs is generally required to have its underlying shares listed and traded on an approved overseas securities market, and the TDRs must generally represent shares of the same class and carrying the same rights as the overseas-listed shares. The foreign issuer must also satisfy applicable requirements relating to market capitalization, net worth, profitability, shareholder dispersion, corporate governance, depositary arrangements, local agent, disclosure and continuing obligations.

As a general estimate, a well-prepared issuer may complete the process within approximately 9 to 12 months, including pre-listing counseling, application review and underwriting. The TWSE listing application review fee is NT$500,000, but total listing costs will also include underwriting commissions, accounting, legal, valuation, printing, depositary, exchange and other professional fees, which vary significantly by transaction size and structure.

Weighted voting rights are not permitted for listed companies in Taiwan. As a general principle, each share carries one voting right, subject to limited statutory exceptions. Although Taiwan law permits certain types of special shares for non-public companies, including shares with multiple voting rights or veto rights, these arrangements are not available to public companies.

Accordingly, special voting rights, veto rights, board nomination rights, or other governance rights granted to selected shareholders before an IPO are generally required to be terminated, amended or converted before listing. Following listing, shareholders are generally subject to the principle of equal treatment, and any shareholder arrangements must comply with the Company Act, the SEA, listing rules, corporate governance requirements and public disclosure obligations.

Taiwan law provides several mechanisms to protect minority shareholders of public companies. Shareholders may challenge a shareholders’ resolution if the convening procedure or method of resolution violates the law or the company’s articles of incorporation, generally by filing an action within 30 days after the resolution.

Shareholders holding at least 1% of the issued shares for the statutory holding period may request that the company’s supervisor or audit committee bring an action against directors on behalf of the company. If the company fails to do so within the prescribed period, eligible shareholders may bring a derivative action in the name of the company. Minority shareholders meeting the statutory threshold may also petition the court to appoint an inspector to examine the company’s business operations, accounts, assets, specific matters or transaction records.

In addition, shareholders holding at least 1% of the issued shares may submit proposals for consideration at an annual shareholders’ meeting, subject to procedural requirements. Public company shareholders may also seek remedies under the SEA for securities fraud, false statements, misleading disclosures, insider trading or market manipulation. The Securities and Futures Investors Protection Center also plays an important role in bringing class actions, derivative actions and other investor protection claims in appropriate cases.

Taiwan does not have a single consolidated takeover code. Public takeovers are primarily regulated under the SEA, the Regulations Governing Public Tender Offers for Securities of Public Companies, the Company Act, the Business Mergers and Acquisitions Act and applicable TWSE or TPEx rules. Depending on the transaction structure, an acquisition of a public company may be implemented by way of a public tender offer, merger, share exchange, share acquisition or assets purchase.

Minority shareholder protection is addressed through procedural safeguards, disclosure requirements, special committee or audit committee review and independent expert opinions where applicable, as well as dissenting shareholders’ appraisal or fair-price remedies under the Business and Mergers and Acquisitions Act. If the company and dissenting shareholders cannot agree on the buyback price, the matter may be submitted to the court for determination of fair value in accordance with the statutory procedure.

Public companies in Taiwan are subject to regulatory approval, filing and disclosure requirements for a broad range of material transactions. In practice, the most common triggers include the following:

Tender offers / mandatory tender offers. Public tender offers are subject to filing, public announcement and prospectus requirements under the SEA and the Regulations Governing Public Tender Offers for Securities of Public Companies. In general, any person who, individually or jointly with others, intends to acquire within 50 days shares representing 20% or more of the issued shares of a public company must do so by way of a public tender offer, unless an exemption applies.

Public offerings and issuances of securities. Public offerings of equity securities, debt securities, overseas securities, GDRs, ECBs and TDRs generally require effective registration with the FSC, together with the preparation of the required offering circular.

Mergers, share exchanges, spin-offs and asset or business transfers. Public M&A transactions are generally subject to disclosure and, where applicable, FSC, Department of Investment Review (the “DIR”), the Ministry of Economic Affairs (“MOEA”), and Taiwan Fair Trade Commission (“FTC”) approvals.

Foreign investment and PRC investment review. Inbound foreign or PRC investment in a Taiwan company, outbound investment by a Taiwan company exceeding NT$1.5 billion, investments in the PRC and certain technical cooperation arrangements with PRC entities are generally subject to prior DIR approval.

Material acquisitions or disposals of assets. Public companies must comply with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, which may require internal procedures, board approval, audit committee review, valuation or expert opinion requirements, public announcement and regulatory filing requirements where applicable. The rules cover securities, real property, equipment, right-of-use assets, derivatives, mergers, demergers, acquisitions, share transfers and other major assets.

Public companies in Taiwan are required to disclose related-party transactions in their financial statements in accordance with Taiwan-IFRS, including IAS 24 as endorsed by the FSC. The scope of related parties generally includes persons or entities that control, are controlled by, are under common control with, or have joint control or significant influence over the reporting entity, as well as key management personnel and their close family members.

Public companies must establish internal procedures governing related-party transactions and, where a related-party transaction involves the acquisition or disposal of assets or other material matters, the company may be required to obtain valuation reports, CPA opinions, audit committee approval, board approval and, in certain cases, shareholder approval.

Directors with a personal interest in a board matter are required to explain the material aspects of such interest. If the interest may prejudice the company, the director must abstain from voting on the matter or on behalf of another director. Similar conflict-of-interest principles may apply at the shareholder level in circumstances prescribed by the Company Act.

A shareholder holding 10% or more of the issued shares of a public company is treated as an insider under the SEA. For this purpose, shares held by the shareholder’s spouse, minor children and nominees may be aggregated. Insiders are subject to shareholding reporting obligations, transfer restrictions, short-swing profit disgorgement rules and insider trading prohibitions. Insiders are also subject to restrictions on certain transfers of shares, including requirements to make advance filings or comply with permitted transfer methods.

Any shareholder holding 5% or more of the issued shares of a public company must report changes in shareholding in accordance with the SEA and applicable FSC regulations.

Shareholder approval is generally required for material corporate actions, including amendment to the articles of incorporation, capital reduction, election and removal of directors, release of directors from non-compete restrictions, private placement of securities, issuance of certain overseas securities such as GDR, mergers and acquisitions, dissolution, voluntary delisting and other material corporate actions.

Shareholder approval is also generally required for transactions involving the lease, transfer or entrustment of all or a substantial part of the company’s business or assets, or the acquisition of all or a substantial part of another company’s business or assets where such transaction has a material impact on the company.

Under the SEA and relevant rules promulgated by TWSE, a listed company’s board of directors must comprise at least five directors, with at least three independent directors. The number of independent directors shall not be less than one-fifth of the total board seats. Starting in 2027, this threshold will increase to one-third of the board seats, subject to transitional rules. For the listed companies with paid-in capital of NT$10 billion or more, and for those in the financial and insurance industries, the one-third independent director requirement shall apply from 2024, also subject to the same transitional rules.

The qualifications and eligibility criteria for independent directors are governed by the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Among other requirements, independent directors must not have any direct or indirect interest in the listed company and must maintain independence both prior to and during their term of service.

Specifically, within two years prior to their election and throughout their tenure, independent directors must not have served as an employee, director, or supervisor of the company or any of its affiliates. They and certain close relatives must not hold significant shareholding in the company, nor may they be related to key personnel of the company or its affiliates. Additionally, they must not hold roles in other companies with substantial shareholding, common control, overlapping management, or material business relationships with the listed company. Professionals or institutions providing services such as legal, accounting, or financial consulting to the company, and receiving compensation above a specified threshold within the past two years, are also disqualified from serving as independent directors.

Companies applying for initial public offering on TWSE are required to submit audited consolidated financial statements for the most recent two fiscal years. Unless specifically required by laws, companies applying for a public equity offering must submit the audited consolidated financial statements for the latest fiscal year with competent authority.

For public companies applying for offering of overseas securities, audited or CPA-reviewed consolidated financial statements for the last three most recent fiscal years must be submitted. If the filing date falls after the statutory deadline for announcing and submitting quarterly financial statements, the issuer must additionally provide the most recent audited or CPA-reviewed quarterly financial statements.

The financial statement must be prepared in accordance with Taiwan-IFRS.

In Taiwan, listed companies are subject to increasingly stringent ESG and sustainability disclosure requirements, driven by regulatory efforts to align with international standards and promote sustainable corporate governance.

1. Mandatory Sustainability Reporting

Starting from 2023, all TWSE-listed companies with paid-in capital of NT$2 billion or more must prepare and file an annual sustainability report. The report should reference the Global Reporting Initiative (GRI) 2021 Universal Standards and the Sustainability Accounting Standards Board (SASB) industry-specific metrics. In addition, companies are required to include a dedicated section addressing climate-related risks, opportunities and response strategies in line with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations.

2. Greenhouse Gas (GHG) Emissions Disclosure and Assurance

All listed companies – regardless of capital size – must disclose GHG emissions data in phases according to a roadmap set by the FSC. Disclosure applies to both standalone and consolidated data and must eventually be verified by a third party. Companies are categorized based on capital size and industry (e.g., steel and cement) to determine specific disclosure timelines.

3. Industry-Specific Sustainability Metrics

The FSC has adopted SASB-aligned sector-specific sustainability indicators for eight industries, with plans to expand to fourteen. Companies in sectors such as food processing, chemical manufacturing, and financial/insurance services are required to obtain CPA assurance for certain disclosed indicators.

4. Public Disclosure Requirements

All listed companies must file ESG-related information annually on Taiwan’s Market Observation Post System (MOPS) platform within six months after the end of the fiscal year. This includes disclosures on ESG performance, GHG emissions and reductions, and sustainability reports. Companies not subject to mandatory sustainability report filing must still report basic ESG information.

Trust structures are commonly used in Taiwan debt securities offerings, particularly for corporate bonds, international bonds and offshore bond offerings. The trustee typically acts for the benefit of bondholders under the relevant trust deed, indenture or agency agreement. Its duties may include monitoring the issuer’s compliance with the bond terms, receiving notices and reports from the issuer, administering bondholder communications, convening bondholders’ meetings, declaring acceleration upon an event of default, enforcing claims or security on behalf of bondholders, and taking other actions approved by bondholders or required under the bond documents.

Where the bonds are secured, the trustee may also hold collateral or security interests for the benefit of bondholders. In some transactions, the trustee or an affiliated service provider may also act as paying agent, registrar, transfer agent or calculation agent.

Many domestic corporate bonds in Taiwan are issued on an unsecured basis without external credit enhancement. Taiwan law imposes statutory limits on the amount of corporate bonds that may be issued, including limits relating to the issuer’s net asset value and the distinction between secured and unsecured bonds.

Common credit enhancement structures include bank guarantees, standby letters of credit, parent company guarantees and security interests over assets or accounts. Bank guarantees are more commonly seen in domestic bond offerings, while parent guarantees are more often used in offshore or SPV issuance structures.

Domestic investment-grade corporate bonds in Taiwan are often covenant-light compared with international high-yield or structured debt products. The issuer’s core obligations are typically to pay principal and interest when due, use proceeds in accordance with the offering plan, comply with reporting obligations and notify investors of material events or events of default.

That said, depending on the issuer’s credit profile and investor base, bond terms may include covenants relating to negative pledge, pari passu ranking, compliance with use of proceeds filed with the competent authorities, early redemption, cross-default and events of default.

For convertible or exchangeable bonds, additional terms typically address conversion price adjustments, anti-dilution protection, redemption rights, put rights, change-of-control protection and settlement mechanics.

As a general matter, the issuer, paying agent or other statutory withholding agent is responsible for withholding and remitting applicable Taiwan tax on interest payments on debt securities. The economic burden of the tax is generally borne by the debt securities holder, unless the relevant bond terms provide otherwise, such as through a tax gross-up or additional amounts clause. The applicable withholding tax treatment depends on the type of instrument and the tax status of the holder.

In Taiwan, debt securities are listed and traded on the OTC-market operated by TPEx. The listing requirements vary depending on whether the securities are intended to be sold exclusively to professional investors. If the bonds are offered only to professional investors, the issuer is required to prepare a prospectus in accordance with applicable laws and regulations. However, if the offering targets non-professional investors, the disclosure requirements are more stringent—the prospectus must also include risk factors related to the issuer’s creditworthiness, as well as a summary of the issuer’s balance sheets and statements of comprehensive income for the past three fiscal years and the most recent interim period. The issuer is generally required to submit a credit rating report issued by a credit rating agency approved or recognized by the competent authority.

To maintain the listing of debt securities, the issuer must comply with the ongoing disclosure framework under the SEA and relevant TPEx rules. Among others, the issuer must submit quarterly, half-year and annual financial reports, immediately disclose any material events that could affect the issuer’s ability to repay the interest or principal of the bonds, and prompt filing of amendments to offering contracts. Interest-and-principal payment results, changes to credit ratings, and any early redemption or buy-back activity must be reported through the market’s electronic system. Failure to meet these continuing obligations may trigger trading halts, delisting procedures, or regulatory sanctions.

Foreign issuers may conduct public offerings or list securities in Taiwan, including primary listings and secondary listings, subject to the SEA, the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers, TWSE rules, TPEx rules and other applicable FSC regulations. A foreign issuer generally must obtain effective registration from the FSC and file the required listing or trading application with the TWSE or TPEx, as applicable.

The requirements for foreign issuers typically include eligibility based on jurisdiction of incorporation, overseas listing status where applicable, corporate approvals, prospectus or offering circular disclosure, audited financial statements, legal opinions, underwriter due diligence, profitability or alternative financial tests, depositary and custodian arrangements and compliance with Taiwan regulatory requirements.

Compared with domestic issuers, foreign issuers may face additional regulatory and practical requirements, including disclosure of home jurisdiction legal matters, corporate governance differences, shareholder rights, tax matters, and coordination between Taiwan disclosure obligations and home-market disclosure obligations.

In the debt market, Taiwan has recently taken steps to facilitate foreign issuers’ bond offerings, including allowing certain SPV issuers to issue bonds in Taiwan with parent company guarantee, and allowing certain offshore foreign-currency bonds sold only to professional investors to be dual-listed on the TPEx.

Public markets remain a viable exit route for private equity investors in Taiwan, particularly for portfolio companies in technology, semiconductors and AI supply chain-related sectors. Taiwan’s IPO activity in 2025 showed a significant increase in both number of listings and fundraising amount compared with 2024, which suggests that public markets continue to provide a meaningful liquidity channel for suitable companies.

That said, IPO exits remain selective. Issuers are expected to demonstrate a credible business model, sufficient scale, financial transparency, internal control readiness, corporate governance compliance and a clear equity story. For private equity investors, exit planning often requires pre-IPO restructuring, termination or conversion of preferential rights, resolution of related-party arrangements, audit preparation, tax planning and alignment with listing rules.

For companies that may not satisfy conventional profitability requirements, the TIB may provide additional listing and financing channels. However, market conditions, valuation expectations, lock-up requirements, liquidity and sector appetite remain important considerations in determining whether a public markets exit is preferable to a trade sale or secondary private transaction.

Taiwan’s current regulatory trend reflects both expanded oversight and targeted simplification. On the one hand, regulators are strengthening disclosure, corporate governance and investor protection. On the other hand, the FSC, TWSE and TPEx are also simplifying or modernizing certain requirements to support innovative companies, foreign issuers and bond market development.

Taiwan is actively developing a more comprehensive regulatory framework for virtual assets, although crypto assets are not yet fully integrated into Taiwan’s traditional public securities offering and listing framework. The FSC was designated as the competent authority for virtual asset platforms with financial investment or payment characteristics in 2023, and it subsequently issued guiding directions for virtual asset service providers, covering customer protection, custody, information disclosure, internal controls, platform operations and industry self-regulation.

A more comprehensive Virtual Asset Services Act is also under development. The FSC’s draft framework covers VASP licensing, prudential requirements, customer asset custody, information disclosure, exchange and trading platform rules, custodian rules, underwriter-type activities, stablecoin issuer licensing, fraud and market manipulation controls, supervision, exit mechanisms and penalties.

Taiwan is also proceeding cautiously with institutional crypto-related activities. The FSC has launched a pilot program for financial institutions to provide virtual asset custody services and has allowed domestic securities investment trust enterprises to invest in overseas passive Bitcoin ETFs within prescribed limits and conditions. These developments indicate that Taiwan is moving toward a regulated virtual asset framework, while maintaining a cautious approach to investor protection, AML compliance and market integrity.