運用境外公司:台灣的經驗與個案分析

本研究透過個案分析，說明使用境外公司如何不違法。第一個案例是董事們認為免稅天堂下的公司就是免稅，政府無法可管，反而直言事實，隱藏了轉投資、營業收入與盈餘分配之股利，「轉投資境外公司」說成「個人投資」；把「境外公司」的營業收入，說成「三角貿易的交易」，一直上訴及聲請再訴都被駁回，演變成補稅及判有期徒刑，造成公司現今處於停業狀態的後果;第二個案例是當年非常轟動的錢進中國、債留台灣的掏空資產公司，連董事長都無法及時掌握境外公司的股權，任由總經理瞞天過海的移轉股權，喪失子公司的主控權，最後是債權人要移轉股權才發現的；第三個案是在SARS期間，香港、大陸急需醫療器材，賣醫療器材公司的董事長，私慾薰心，不用公司的境外公司替公司賺取利益，反而自設境外公司接單，聯合其他人賺取差價中飽私囊，不顧自家公司營運不佳，反被併購公司查出應收帳款無法收回的原因是董事長自己的問題；第四個案例是偽造海運公司的運送單，利用境外公司開設OBU帳戶作為詐領押匯款項的工具，並假藉人頭在國內虛設公司，造成金融市場及國家稅收的損失。從上述的個案中發現，要合法且正確的使用境外公司，才是保障法人及本國財政稅收最好的方式，以免觸及商業會計法等相關法令而有刑事之責任。

關鍵字

境外公司；合法

並列摘要

This paper uses case study research to demonstrate how to operate an offshore company without breaking the law. The first case: Directors of a company thought an offshore company established in a tax haven would be guaranteed tax exemption, and domestic government has no jurisdiction over it. Therefore, they not merely concealed reinvestment, operating revenue, and dividends issued from distributable earnings but claimed that reinvested offshore company was personal investment and that operating revenue from offshore company was business transactions of triangular trade. Their appeals were dismissed, and they were suffered from paying taxes which had been evaded, fixed-term imprisonment, and business suspended. The second case: A company’s equities were transferred by its general manager to somewhere else while its chairman of the board failed to secure the equities timely. Thus the company lost corporate right of control over its subsidiary. This embezzlement scandal was finally exposed when creditors tried to transfer the equities. The third case: During SARS, Hung Kong and China were in urgent need of medical equipment. A chairman of a medical equipment manufacturer didn’t use existing offshore company to make profits for parent company but established his own offshore company instead to take orders from customers directly. The acquirer then found out that it was the chairman’s fault to cause uncollectible accounts receivable. The fourth case: A domestic dummy company was set up to use counterfeit sea waybills and offshore banking account as the means of defrauding payment from documentary collection. These case studies reveal that to use offshore company legally and properly is the best policy to ensure a corporation’s interests and a country’s tax revenue and to avoid criminal responsibility resulted from breaking commercial account law. Keyword: Offshore Company, Legality