商業會計法,商業會計法律師,偽造文書,公司法 — Commercial accounting law, commercial accounting lawyers, forgery, corporate law

Amidst the increasing commercial activity in Taiwan, the Commercial Accounting Act, as the core regulation governing corporate accounting practices, is not only a crucial cornerstone for maintaining market order but also serves as the legal basis for preventing commercial fraud and combating illegal activities such as forgery. Accounting documents and ledgers, as the core carriers of commercial accounting information, have a direct bearing on the legitimacy of business operations and the stability of market trust. This article will examine the legislative evolution of Taiwan's Commercial Accounting Act, delving into the legal definitions of commercial fraud and forgery, the management regulations for accounting documents and ledgers, and, drawing on real-world cases, explore legal liabilities and preventive measures, providing a comprehensive legal reference for businesses and practitioners.

1. Legislative History and Core Positioning of Taiwan's Commercial Accounting Act

The development and revision of Taiwan's Commercial Accounting Law closely aligned with the needs of regional economic development, and its institutional development played a crucial role in Taiwan's economic prosperity. The law was first enacted and promulgated on January 7, 1948, and implemented regionally in Taiwan on January 1, 1952. The original legislative spirit was to regulate financial behavior in commercial activities by establishing a standardized accounting management system. Due to the limitations of the times, the early law suffered from shortcomings such as strong principled nature and poor operability. With the recovery and development of Taiwan's economy, it underwent six major revisions, gradually forming the current regulatory system.

The first amendment in 1964 was a landmark achievement, responding to the needs of the securities market's development. It clarified the inclusion of core elements such as the accounting authority, the protection of accounting personnel, accounting currency, accounting vouchers, and accounting books into the legal text, providing a clear legal basis for basic accounting work. Subsequently, the third amendment, initiated in 1987 and lasting eight years, was officially implemented in 1995. It not only expanded the scope of application to public enterprises and strengthened the regulation of the bookkeeping industry, but also granted legal status to Generally Accepted Accounting Principles, further consolidating the institutional foundation for the authenticity of accounting information. The sixth amendment in 2004 clarified the definition of business responsible persons, aligning with relevant laws such as the Company Law and the Business Registration Law.

From a legal perspective, Taiwan's Commercial Accounting Act is a commercial law within private law, while also possessing the attributes of commercial common law. Its scope of regulation covers all for-profit enterprises, including sole proprietorships, partnerships, and corporations. The Act comprises 10 chapters and 83 articles. Chapter 2, "Accounting Documents," Chapter 3, "Accounting Books," and Chapter 9, "Penalties," directly address specific requirements for the production and preservation of accounting documents, the establishment and recording of accounting books, and clearly define penalties for violations of these provisions, forming the core legal framework for preventing commercial fraud and forgery.

II. Legal regulations for accounting documents and accounting books: the core requirement of the principle of authenticity

Accounting vouchers and ledgers, as the original records of commercial accounting information, provide a true reflection of a company's financial status and serve as a crucial basis for tax reporting, audit oversight, and legal dispute resolution. Taiwan's Commercial Accounting Act establishes strict statutory standards for their production, preservation, and management, with a core focus on ensuring the authenticity, integrity, and traceability of accounting information.

(1) Legal requirements and management regulations for accounting documents

Accounting documents are written evidence that records commercial transactions and clarifies responsibilities. They include original documents and accounting vouchers. According to Article 15 of Taiwan's Commercial Accounting Act, when a commercial transaction occurs, original documents must be obtained or produced, and accounting vouchers must be prepared based on them. Original documents must include necessary information such as the transaction date, amount, parties involved, and details, and must be signed and sealed by the responsible person or person handling the transaction. Transactions involving foreign currencies must also include the accounting currency and exchange rate to ensure accurate records.

Regarding retention periods, Article 38 of the Commercial Accounting Law requires that accounting documents be retained for at least 10 years after the end of the year in which the transaction occurred. Documents related to tax returns must be retained for a period that complies with the additional provisions of the Tax Collection Law. Even if a company dissolves or ceases operations, these documents must be properly preserved and may not be destroyed without the approval of the competent authority. This provision not only provides a basis for tax audits but also provides crucial evidence in the event of commercial fraud disputes.

In practice, the forgery and alteration of accounting documents is a common method of commercial fraud. Depending on the method used, forgery can be categorized as complete or partial. Complete forgery involves creating completely false documents by mimicking the format of genuine documents; partial forgery involves tampering with key information such as amounts and dates on genuine documents. For example, a woman surnamed Huang, a human resources manager at a Taiwanese technology company, illegally obtained NT$3.12 million in wages for herself and her boyfriend by falsifying the amount fields on payroll invoices. Her actions exemplify partial forgery of accounting documents.

(2) Accounting bookkeeping standards and record keeping obligations

Accounting books are the systematic records of a company's capital movements and operating results. Article 21 of Taiwan's Commercial Accounting Act clearly stipulates that businesses should maintain a general ledger, detailed ledgers, journals, and other necessary supporting books based on their scale and nature of business. Records in accounting books must adhere to the principle of authenticity and be recorded promptly based on valid and legal accounting vouchers. Transactions must not be omitted, inflated, or concealed.

Regarding accounting standards, the Commercial Accounting Act requires that records be kept in the national language, with the New Taiwan Dollar as the standard currency. In special circumstances where foreign currency is required, the New Taiwan Dollar equivalent should be indicated. Furthermore, accounting records must be kept clear and complete. Corrections must be signed and confirmed by the responsible person, with a statement of reason. Alteration or destruction of existing records is prohibited. Businesses that use computers to process accounting data must comply with the Regulations on the Use of Computers for Commercial Accounting Data to ensure the security and immutability of electronic account books.

As the global fight against tax avoidance continues, Taiwan implemented the Controlled Foreign Corporation (CFC) system on January 1, 2023. This system requires Taiwanese individuals and businesses to regularly prepare financial statements for offshore companies and have them audited and certified by qualified accountants. The integrity of accounting records is a core requirement for these filings. Failure to maintain accounting records in accordance with regulations can result in fines ranging from NT$3,000 to NT$30,000 for individuals, while businesses can face fines of two to three times the amount of tax evaded. This demonstrates that accounting record management has become part of a stricter legal regulatory framework.

III. Legal Definition of Commercial Fraud and Forgery: Cross-Application with Accounting Illegal Activities

Under Taiwan's legal system, commercial fraud and forgery are both serious economic crimes. These two types of conduct are often closely linked to illegal manipulation of accounting documents and ledgers, resulting in overlapping legal responsibilities. Clarifying their legal definitions and constituent elements is crucial for businesses to mitigate legal risks.

(1) Legal Identification and Typical Forms of Commercial Fraud

Commercial fraud is primarily regulated under Article 339 of Taiwan's Criminal Code and the Regulations on the Prevention and Control of Fraudulent Crimes. Its core elements include the perpetrator intentionally employing fraudulent tactics for the purpose of illicit gain, misleading the victim into misappropriating their property based on that misappropriation, and ultimately causing financial loss. In the commercial sector, fraudulent behavior is often combined with accounting practices, concealing the fraudulent facts through forged accounting documents and fictitious accounting records.

Common forms of commercial fraud include: First, fake investment fraud, such as the fraud group composed of Li Anjin and others, who established an investment company by recruiting people, forged accounting books and transaction vouchers related to the investment business, and defrauded the public of NT$74.5 million by using high returns as bait. They were eventually prosecuted for violating the crime of aggravated fraud; second, internal personnel fraud, such as the aforementioned human resources manager Huang who siphoned off company funds by forging salary vouchers, which not only constituted commercial fraud, but also violated the crime of forgery of documents to be mentioned later; third, tax fraud, where companies evaded taxes through accounting fraud such as issuing false invoices and concealing income, which met the constituent elements of both commercial fraud and tax crimes.

According to Article 3 of the Fraud Crime Prevention Act, anyone who organizes a criminal group to commit fraud for profit may be sentenced to a term of imprisonment of not less than three years and not more than ten years, and a fine of not more than NT$10 million. In the Li Anjin fraud case, the mastermind received a cumulative sentence of six years, demonstrating Taiwan's judicial crackdown on commercial fraud, particularly group fraud involving accounting fraud, which faces harsher penalties.

(2) Constituent Elements of Forged Documents and Applicable Laws

The crime of forgery is stipulated in Articles 210 to 216 of Taiwan's Criminal Code. Depending on the nature of the document, forgery is categorized as either private or public. The crime primarily pertains to commercial accounting. Elements of a forgery include: the perpetrator is unauthorized to produce a document in the name of another person, or alters the contents of a genuine document without authorization, thereby causing harm to the public or others.

Accounting vouchers and account books are considered private documents in the legal sense. Forgery or alteration of these documents may constitute the crime of forgery of private documents. For example, Huang, who forged a payroll invoice, altered the contents of a genuine document without authorization. This not only violated the Commercial Accounting Law but also met the elements of the crime of forgery of private documents. She was ultimately sentenced to a combined prison term of three years and six months. Furthermore, forging a company seal to produce false accounting documents may also constitute the crime of forgery of a seal, resulting in multiple penalties.

According to Article 210 of Taiwan's Criminal Code, anyone who forges or alters a private document causing harm to the public or others shall be sentenced to up to five years in prison. If a forged document is used to commit commercial fraud, it constitutes a crime of fraud, and in judicial practice, the more serious offense is typically punished. However, this does not affect the independent evaluation of accounting fraud; companies and practitioners still bear corresponding criminal liability.

(3) Cross-application of commercial accounting law and criminal law

The Commercial Accounting Act, as an administrative regulation, primarily regulates administrative liability for accounting practices. Commercial fraud and forgery are criminal offenses, and the two complement each other in terms of legal application. Article 71 of the Commercial Accounting Act stipulates that any person responsible for a business, principal accountant, or other person who knowingly prepares an accounting voucher or enters it in the accounting books with false information shall be punished with imprisonment of not more than five years, detention, or a fine of not more than NT$600,000, or both. This provision, along with the crimes of forgery and fraud in the Criminal Code, forms a special law and general law relationship, with the applicable law being determined in specific cases based on the circumstances of the crime.

In practice, if an offender commits commercial fraud by falsifying accounting documents, they may simultaneously constitute a crime under Article 71 of the Commercial Accounting Act, the crime of forging private documents, and the crime of aggravated fraud. In such cases, judicial authorities will evaluate the specific circumstances of the act and may determine a conviction and sentence for each crime, or impose the more serious penalty. For example, in tax fraud cases, the offender not only bears criminal liability under the Commercial Accounting Act but also must pay fines under the Tax Collection Act, resulting in dual administrative and criminal liability.

IV. Detecting Forgery of Accounting Documents and Account Books: Technical Methods and Practical Applications

Verifying the authenticity of accounting documents and ledgers is a key component in combating commercial fraud and document forgery. As counterfeiting methods become increasingly specialized, traditional manual verification is no longer sufficient. Professional technical authentication methods are needed to ensure the accuracy and legitimacy of the results.

(1) Common methods of forging accounting documents

There are various methods used by forgers to forge accounting vouchers, mainly including: first, purchasing blank vouchers such as fake invoices and receipts, and filling in false content in the format of real vouchers; second, tampering with real vouchers, such as altering the amount, date, or adding false transaction content; third, using electronic technology to forge electronic vouchers, such as forging the QR code of electronic invoices and tampering with electronic report data; fourth, forging signatures or seals to make the false vouchers formally legal.

In cases of organized fraud, counterfeiters even operate a one-stop service offering "production, transportation, sale, and use," customizing false accounting documents to meet client needs. This not only increases the difficulty of identification but also expands the scope of the illegal activities. For example, some fraud rings specialize in forging bank statements, tax returns, and other accounting documents to deceive investors, using techniques that are so sophisticated that they are indistinguishable from the real thing.

(2) Main methods of technical appraisal

Different types of counterfeiting require corresponding technical identification methods, which mainly include the following categories:

Certificate printing authentication: Compare suspicious documents with genuine ones by analyzing features such as the printing type (letterpress, intaglio, lithographic, etc.), layout format, and text line shape. For example, checking the anti-counterfeiting mark and watermark on an invoice to determine whether it is genuinely printed.
Material identification: Inspect the paper, ink, and other materials used in the voucher to analyze differences with the authentic voucher. For example, by testing the ink composition, it can be determined whether the writing on the voucher was added later.
Production time identification: Based on the age of the voucher paper and the fading of the ink, the creation time of the voucher can be estimated to determine whether it aligns with the transaction time. For electronic vouchers, their authenticity can be verified by examining metadata such as the file's creation time and modification history.
Difficult to identify text: For vouchers that have been altered, faded or torn, optical detection, chemical reduction and other technologies can be used to restore the original text content and provide evidence for case investigation.

These identification methods are highly technical and usually require implementation by professionals from public security and procuratorial organs or recognized third-party identification agencies. The identification results can serve as important evidence in judicial proceedings.

(3) Internal identification and prevention mechanisms of enterprises

In addition to forensic appraisal, it is crucial for companies to establish internal appraisal and prevention mechanisms. Companies are advised to address the following: First, strengthen professional training for accounting personnel to improve their ability to identify fraudulent vouchers. For example, by comparing genuine vouchers with anti-counterfeiting markings and standardized formats, abnormal vouchers can be promptly identified. Second, establish a multi-level audit system, decentralizing management of the entry, review, and posting of accounting vouchers to prevent a single person from performing all operations independently. Third, introduce electronic audit tools and, through data analysis, conduct real-time monitoring of abnormal transactions and fluctuations in amounts in accounting books to promptly identify fraudulent behavior.

V. Legal Liability and Risk Prevention: Strategies for Enterprises and Employees

Faced with legal risks in the field of commercial accounting, enterprises and practitioners need to fully understand the serious consequences of illegal acts, establish and improve internal control systems, and ensure the legality and standardization of accounting behavior.

(1) Clarifying the legal responsible parties and penalty standards

Under Taiwan's Commercial Accounting Act, business principals, principal accounting personnel, bookkeepers, and bookkeeping agents may all be held legally liable. Business principals bear primary responsibility for the company's accounting practices. Even if they don't directly participate in accounting fraud, they still bear legal liability if they are aware of their subordinates' illegal activities and fail to prevent them.

In terms of penalty standards, in addition to the aforementioned criminal penalties, administrative penalties are also important. For example, failure to maintain accounting records or preserve accounting vouchers in accordance with regulations may result in a fine of between NT$3,000 and NT$30,000. If tax evasion is involved, a fine of two to three times the amount of tax evaded may also be imposed. Furthermore, violations may result in the revocation of a company's business license, impacting normal operations.

(II) Enterprise risk prevention strategies

Improve internal control systemsEstablish and improve the accounting job responsibility system, implement a rotation system for accounting personnel, and implement collective decision-making on the accounting treatment of major transactions. At the same time, strengthen accounting supervision of subsidiaries and overseas branches to ensure compliance with Taiwan's Commercial Accounting Act and local laws.
Standardize accounting voucher and account book managementEstablish standards for the acquisition, review, and preservation of accounting documents, requiring all transactions to be accompanied by valid, original documents. For electronic accounting data, establish a secure storage and backup system to prevent data tampering or loss.
Strengthen legal training and education: Regularly organize accountants and managers to study relevant legal knowledge such as commercial accounting law and criminal law, and improve their legal awareness and risk prevention capabilities through real case analysis.
Hire a professional consulting team: Entrust a qualified accounting firm to conduct an annual audit to promptly identify and correct any accounting issues. For companies operating across borders, they can hire legal counsel to develop an accounting management plan that complies with the CFC system and other relevant regulations.

(3) Professional norms for practitioners

As the direct implementers of accounting activities, accounting practitioners must strictly abide by professional ethics and legal provisions: first, adhere to the principles of objectivity and fairness, and refuse to produce false accounting vouchers or record false accounting books; second, report illegal accounting activities to the company's head or competent authority in a timely manner and fulfill the obligation to report; third, continuously improve professional capabilities, follow up on the amendments to the Commercial Accounting Law, and ensure that accounting treatments comply with the latest legal provisions.

According to the Commercial Accounting Law, accountants exercising their duties in accordance with the law are protected by law, and companies may not dismiss or demote accountants for refusing to commit illegal acts. If accountants are treated unfairly for performing their duties, they may file a complaint with the competent authorities to protect their legitimate rights and interests.

VI. Conclusion

Taiwan's Commercial Accounting Act, the core law governing commercial accounting practices, provides a clear legal basis for the management of accounting documents and ledgers. It also provides a solid institutional safeguard against commercial fraud, document forgery, and other illegal activities. In today's evolving market economy, businesses and practitioners must fully understand the importance of the authenticity of accounting information, strictly adhere to the provisions of the Commercial Accounting Act, and establish robust internal control and risk prevention mechanisms.

Commercial fraud and document forgery not only impose heavy legal costs on businesses but also undermine market order and social trust. Only by adhering to legal operations and standardized accounting management can businesses achieve sustainable development and promote the stability and prosperity of Taiwan's economy. In the future, as the economic landscape evolves and the legal system continues to improve, businesses must remain vigilant about legal risks, proactively adapt to legal changes, and ensure that their business activities are conducted in a legal and compliant manner.

Commercial fraud prevention under Taiwan's Commercial Accounting Act: Legal management of accounting documents and ledgers, and criminal liability for forgery. A professional commercial accounting lawyer explains.