As part of its effort to encourage acquisitions by industrial holding companies, which is considered beneficial for advancing technology and facilitating equity alliances, Taiwan’s Executive Yuan (“Cabinetâ€) proposed in August 2025 amendments to Taiwan’s Mergers and Acquisitions Act (“M&A Actâ€). The proposed amendments would grant a new tax incentive for acquisitions made by industrial holding companies through share swaps.
An industrial holding company typically acquires a target by issuing new shares to the target’s shareholders in exchange for the shares they hold in the target. Following the acquisition, the existing shareholders of the target become shareholders of the industrial holding company, and the target becomes a wholly owned subsidiary of the acquirer. Where the value of the new shares issued to the target’s shareholders by the acquiring industrial holding company exceeds their original acquisition cost of the target shares, the premium shall be subject to the Taiwan’s Alternative Minimum Tax (“AMTâ€).
The proposed amendments to the M&A Act provide that shareholders of the target may opt to defer the AMT when the said shareholder acquires the shares of the acquirer. Instead, the AMT would only apply when such shareholder sells or otherwise disposes of their shares. To qualify for this tax incentive, the acquirer holding company shall be classified by Taiwan’s National Development Council as an industrial holding company, and the acquirer and target shall not be affiliates of each other while the acquisition shall be helpful for the integration and consolidation of their respective businesses. In addition, when the acquisition occurs, the shareholders of the target shall have held their shares of the target for a minimum period to be further specified by the regulators.
According to the National Development Council’s current position, this new tax incentive may only apply to domestic industrial holding companies at least for the early years after it becomes effective.
The amendment is still subject to review and final approval by the Taiwan’s Congress.
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