On August 28, 2026, Taiwan’s Ministry of Economic Affairs (MOEA) issued Ruling No. 11568001360, clarifying how the number of subscribers should be calculated when a non-public company conducts private placements of corporate bonds. 

Under Article 248, Paragraph 3 of the Taiwan Company Act, the number of subscribers to privately placed corporate bonds issued by a non-public company may not exceed 35, excluding financial institutions. This restriction reflects the nature of a private placement, which is intended to raise funds from specifically identified investors rather than from the general public. 

The new ruling seeks to prevent companies from circumventing the 35-person limit by dividing a bond offering into multiple private placements. Accordingly, subscribers to all outstanding corporate bonds issued through separate private placements must be counted on an aggregate basis, and the total number may not exceed 35. If the same subscriber participates in more than one private placement, that subscriber will be counted only once. 

Furthermore, if a company has previously issued privately placed bonds that remain outstanding and the aggregate number of subscribers already exceeds 35, it may not conduct any additional private placement of corporate bonds until the relevant bonds mature. 

Companies should also note that if a bond offering is effectively made to unspecified members of the public, it may constitute a public offering subject to the Taiwan Securities and Exchange Act. Under Article 22, Paragraph 1 of the Act, a public offering generally requires an effective filing with the competent securities authority. A public offering conducted without the required filing may result in criminal liability under Article 174. 

Companies planning to raise funds through private placements of corporate bonds should therefore review all outstanding privately placed bonds and subscriber lists before launching a new offering to ensure compliance with the 35-person limit and applicable securities regulations.