TAIWAN Law and Practice Contributed by: Robin Chang, Ken-Ying Tseng and Eddie Hsiung, Lee and Li, Attorneys-at-Law
4. Cross-Border Services 4.1 Marketing
Digital Asset Without the Nature of Securities For digital assets that are not considered to be secu- rities, Taiwan currently adopts a registration regime under MCLA. According to the Regulations Governing Anti-Money Laundering Registration of Enterprises or Persons Providing Virtual Asset Services (the “VASP Registration Regulations”), any entity seeking registra- tion as a VASP must submit the following documenta- tion. • VASP information form. • Corporate registration documents. • Company articles of incorporation. • Business rules/bylaws and description of business processes. • Roster of shareholders. • Roster of responsible person(s) of the company. • Roster of beneficial owner(s). • Statement representing that the responsible person(s) and beneficial owner(s) of the company are free of any circumstance in violation of Article 4 of these Regulations (ie, the negative qualifica- tions). • AML internal control and internal audit systems (“internal control systems”). • Internal control system checklist reviewed by a CPA with CPA-issued review opinion. • Complaint-handling procedures. • Statement representing that there is no misrep- resentation or concealment in the content of the application form and attachments. • Other documents as required by the FSC. 3.2 Set-Up Requirements See 3.1 Licensing Requirements . 3.3 Change of Control According to the VASP Registration Regulations, any change in the beneficial owner of VASP is subject to the prior approval of the FSC. 3.4 Passporting There are no passporting-related provisions or mech- anisms in Taiwan.
As advised in 2.6 Non-Compliance , if the services are rendered from offshore, the Taiwan regulations will theoretically still apply unless the operations are conducted entirely offshore. The current advertising regulations for Taiwan are as follows. Security Tokens The marketing and disclosure requirements for secu- rity tokens in Taiwan are primarily governed by the “Regulations Governing Securities Dealers’ Operation of the Business of Trading of Virtual Currency with Nature of Securities” (the “STO Regulations”), as promulgated by the Taipei Exchange (TPEx). Under the STO Regulations, issuers are required to disclose material information through a designated “Informa- tion Disclosure Section”. The STO Regulations stipu- late the following key requirements. • Prohibition of Promotional Language – the con- tent of material information disclosures must not contain exaggerated, promotional, or advertising language, nor may it include any false, concealed, or misleading statements. • Pre-Disclosure Restrictions – issuers are prohibited from making any public announcements regarding material information prior to its official disclosure, in order to ensure the accuracy and broad dissemi- nation of such information. • Ongoing Disclosure Obligations – if there are significant developments or changes following the initial disclosure of material information, issuers are required to promptly update or supplement the dis- closed information in accordance with the original disclosure provisions. Digital Assets Without the Nature of Securities For digital assets without the nature of securities, VASP Registration Regulations impose specific requirements on virtual-asset trading platforms. These platforms must establish internal review standards and procedures for the launching of virtual assets. The review standards must include an assessment of whether the advertising content or solicitation activi-
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