Discussion on Spin-Off is well-developed and there are abundant articles on such topic. This thesis focuses solely on the following issues: (1) Creditor protection system in Spin-Offs; (2) Differences between spin-off and business transfer; (3) Injunction against M&A; (4) Protection toward labors in Spin-Off. Both Taiwan and Japan have significant amendments on Business Mergers and Acquisitions Act and the Company Act in 2015 respectively. Apart from introduces briefly on the new Spin-off systems in Taiwan and Japan, the author analyzes and proposes recommendations on the Spin-Off under new act in Taiwan based on the aforementioned four issues. With such review, the author hopes to contribute to facilitat Spin-Off in Taiwan.