| Regulation name: | company law |
|---|---|
| Amendment date: | December 29, 110 |
| Regulatory category: | Administration > Ministry of Economic Affairs > Commercial Purposes |
Chapter 1 General Provisions
The term "company" as used in this Act refers to a corporate legal person organized, registered, and established in accordance with this Act for the purpose of making profits.
In operating business, the company shall abide by laws and regulations and business ethics, and may adopt actions that promote public interests in order to fulfill its social responsibilities.
The company is divided into four types as listed on the left:
1. Unlimited company: Refers to a company organized by two or more shareholders who are jointly and severally liable for the company's debts.
2. Limited company: A company organized by one or more shareholders, limited to the amount of capital contribution, and responsible for the company.
3. Partnership company: refers to one or more unlimited liability shareholders, organized by one or more limited liability shareholders, whose unlimited liability shareholders are jointly and severally liable for the company's debts; limited liability shareholders are limited to their capital contributions, and are responsible for the company company.
4. Limited by Share Ltd: Refers to a company organized by two or more shareholders or one shareholder of the government or a legal person, and the entire capital is divided into shares; the shareholders are responsible for the company for the shares they subscribe to.
The company name shall indicate the type of company.
The domicile of a company is the place where its company is located.
The term "company" referred to in this Act refers to the head office established first by the company in accordance with the law to govern the entire organization; the term "branch office" refers to the branches under the jurisdiction of the Company.
The term "foreign company" as used in this Act refers to a company organized and registered in accordance with the laws of a foreign country for the purpose of making profits.
A foreign company has the same rights and capacity as a ROC company within the limits of laws and regulations.
The competent authority referred to in this Act: the Ministry of Economic Affairs at the central level; the municipal government at the municipality level.
The central competent authority may appoint its subordinate agencies, entrust or commission other agencies to handle the matters stipulated in this Act.
A company shall not be established unless it is registered with the central competent authority.
The capital amount of the company applying for establishment registration shall be verified and certified by an accountant; the company shall submit the documents verified and certified by an accountant when applying for establishment registration or within 30 days after establishment registration.
When a company applies to change the registered capital, it must first be audited and approved by an accountant.
The regulations for checking visas in the preceding two paragraphs shall be prescribed by the central competent authority.
The person in charge of the company referred to in this Act: in an unlimited company or a partnership limited company, a shareholder who performs business or represents the company; in a limited company or a company limited by shares, he is a director.
The manager, liquidator, or temporary administrator of a company, and the promoters, supervisors, inspectors, reorganizers, or reorganization supervisors of a joint stock limited company are also responsible persons of the company within the scope of their duties.
A non-director of a company who substantially executes the duties of a director or substantially controls the company's personnel, finance, or business operations and substantially directs the directors to execute their duties shall bear the same civil, criminal, and administrative penalties as the directors under this Act. However, it does not apply to government-appointed directors for the purpose of developing the economy, promoting social stability, or promoting public interests.
If the shareholder has not actually paid the share receivable by the company, but the application documents show that the payment has been made in full, or the shareholder has paid the share payment but returns the share payment to the shareholder after registration, or allows the shareholder to take it back, the person in charge of the company shall be in charge of the company for five years. The following fixed-term imprisonment, criminal detention, or a fine of NT$500,000 to NT$2.5 million.
In the event of the preceding paragraph, the person in charge of the company shall jointly and severally compensate the company or a third party for the damages suffered by the company or the third party together with the shareholders.
After the first item is confirmed by the court as guilty, the central competent authority shall revoke or abolish its registration. However, this does not apply to those that have already been corrected before the judgment is finalized.
The person in charge, agent, employee or other employee of the company has committed the crime of forging documents and seals under the Criminal Law to handle the establishment or other registrations. After the court verifies that he is guilty, the central competent authority or the interested party shall application for revocation or cancellation of its registration.
Under any of the following circumstances, the competent authority may, ex officio or upon the application of an interested party, order the dissolution of the company:
1. The company has not started business six months after its establishment and registration. However, this does not apply to those who have completed the extended registration.
2. Suspension of business for more than six months after commencement of business. However, this does not apply to those who have completed the suspension of business registration.
3. The company name has been determined by the court to be unusable, and the company has not completed the name change registration within six months after the determination of the judgment, and the competent authority has ordered it to complete the registration within a time limit.
4. Failure to submit the documents verified and certified by accountants within the time limit specified in Paragraph 1 of Article 7. However, this does not apply to those that have been confiscated before the competent authority orders dissolution.
When the company's operation encounters significant difficulties or serious damages, the court may, upon the request of the shareholders, consult the competent authority and the central competent authority of the target enterprise for opinions, and notify the company to file a defense, and rule to dissolve it.
The petition referred to in the preceding paragraph shall be filed by a shareholder who has held more than 10% of the total number of issued shares for more than six months in a joint stock limited company.
After the establishment of the company is registered, if there are items that should be registered but not registered, or if there are changes in registered items that are not registered for modification, such items may not be used against a third party.
A company shall not be an unlimited liability shareholder of another company or a partner of a partnership.
When a company that publicly issues shares is a limited liability shareholder of another company, the total investment amount shall be divided by the professional investment, or as otherwise stipulated by the company's articles of association, or if the shareholders who represent more than two-thirds of the total number of issued shares are present, and the voting rights of the attending shareholders shall be passed. Except for the resolutions of the shareholders' meeting approved by half of the shareholders, it shall not exceed 40% of the company's paid-in share capital.
If the total number of shares of shareholders present is less than the quota specified in the preceding paragraph, it may be done with the consent of shareholders representing more than half of the total number of issued shares present and more than two-thirds of the voting rights of shareholders present.
The total number of shares and voting rights of shareholders present in the preceding two paragraphs, if the Articles of Association has higher provisions, the provisions shall prevail.
The shares received by the company from the allotment of shares from the invested company's surplus or capital increase shall not be included in the second total investment.
When the person in charge of the company violates the provisions of Paragraph 1 or 2, he shall compensate the company for the damages suffered thereby.
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The company's funds shall not be loaned to shareholders or any other person except in the following circumstances:
1. Those who have business dealings between companies or with firms.
2. There is a need for short-term financing between companies or firms. The amount of financing shall not exceed 40% of the net value of the loan to the enterprise.
When the person in charge of the company violates the provisions of the preceding paragraph, he shall be jointly and severally liable for the return with the borrower; if the company suffers any damage, he shall also be liable for the damage.
The company shall not be any guarantor unless it is permitted to be a guarantor in accordance with other laws or the articles of association of the company.
When the person in charge of the company violates the provisions of the preceding paragraph, he shall be responsible for guaranteeing himself, and he shall also be liable for compensation if the company suffers any damage.
If the business of the company requires government permission in accordance with the law or an order based on legal authorization, the company registration can only be applied for after obtaining the permission document.
If the permission for the business mentioned in the preceding Paragraph is revoked or abolished by the competent authority of the target industry, each competent authority of the target industry shall notify the central competent authority to cancel or cancel its company registration or part of the registration.
If the company's operation has violated laws and regulations and has been ordered to suspend business, the sanctioning authority shall notify the central competent authority to cancel its company registration or part of the registration.
The name of the company shall be in Chinese language and shall not be the same as the name of other companies or limited partnerships. 2. Companies or companies and limited partnerships that indicate different types of business or words that can be distinguished in their names are deemed to be different.
The businesses operated by the company are not restricted except for the permitted business which shall be specified in the articles of association.
The businesses operated by the company shall be registered in accordance with the business item code list established by the central competent authority. An established and registered company whose business is described in words shall follow the code table when changing the business it operates.
The company shall not use a name that is likely to mislead people into believing that it is related to government agencies or public interest groups, or that is harmful to public order or good customs.
The company name and business shall be applied for approval before company registration and shall be retained for a certain period of time; the review criteria shall be determined by the central competent authority.
Without the registration of establishment, it is not allowed to operate business or perform other legal acts in the name of the company.
Anyone who violates the preceding paragraph shall be sentenced to fixed-term imprisonment of not more than one year, short-term detention, or a fine of not more than NT$150,000, and shall bear civil liability; if there are two or more actors, they shall bear civil liability jointly, and the supervisor shall Authorities prohibited it from using the company name.
At the end of each fiscal year, the company shall submit its business report, financial statements, and proposals for profit distribution or loss compensation to shareholders for approval or shareholders' regular meeting for approval.
If the company's capital reaches a certain amount or less than a certain amount but reaches a certain scale, its financial statements shall first be audited and certified by an accountant; the rules for the certain amount, scale and certification shall be prescribed by the central competent authority. However, it does not apply to companies that publicly issue stocks and the competent securities authority provides otherwise.
The provisions of Paragraph 1 of Article 29 shall apply mutatis mutandis to the appointment, dismissal, and remuneration of the accountants referred to in the preceding Paragraph.
For the form referred to in Paragraph 1, the competent authority may send personnel to check at any time or order them to report within a time limit; the regulations shall be prescribed by the central competent authority.
When the person in charge of the company violates the provisions of Paragraph 1 or Paragraph 2, a fine ranging from NT$10,000 to NT$50,000 will be imposed. When evading, hindering or refusing the inspection in the preceding paragraph or failing to declare within the time limit, a fine of NT$20,000 to NT$100,000 will be imposed.
The competent authority may, in conjunction with the competent authority of the target industry, dispatch personnel to inspect the company's business and financial status at any time, and the person in charge of the company shall not obstruct, refuse or evade.
Persons in charge of the company who obstruct, refuse or evade the inspection in the preceding paragraph shall be fined NT$20,000 to NT$100,000. Those who obstruct, refuse or evade continuously shall be fined NT$40,000 to NT$200,000 for each consecutive incident.
The competent authority may appoint accountants, lawyers or other professionals to assist in the inspection according to the first paragraph.
When the competent authority inspects the various documents stipulated in Article 20, or inspects the company's business and financial status in accordance with the preceding article, it may order the company to submit supporting documents, receipts, lists and related materials, and keep them confidential unless otherwise stipulated by law. And within 15 days after receipt, inspect and return.
If the person in charge of the company violates the provisions of the preceding paragraph and refuses to submit an application, he shall be fined NT$20,000 to NT$100,000. Consecutive refusals will be fined NT$40,000 to NT$200,000 for each consecutive case.
The company shall regularly report the name, nationality, date of birth or date of establishment registration, and identity certificates of directors, supervisors, managers, and shareholders holding more than 10 percent of the total number of issued shares or total capital. The document number, number of shares held or capital contribution, and other matters designated by the central competent authority shall be reported electronically to the information platform established or designated by the central competent authority; if there is any change, it shall be reported within 15 days after the change. However, it is not applicable to companies that meet certain conditions.
The information in the preceding paragraph shall be regularly checked by the central competent authority.
The establishment or designation of the information platform in Paragraph 1, the reporting period and format of data, the scope of managers, the scope of companies with certain conditions, the collection, processing, use and fees of data, the content of designated items, the review procedures in the preceding paragraph, The method and other rules to be followed shall be prescribed by the central competent authority in conjunction with the Ministry of Justice.
Failure to report in accordance with the provisions of Paragraph 1 or the reported information is false, and the central competent authority notifies and corrects within a specified time limit. If the correction is not made within the time limit, the director representing the company shall be fined NT$50,000 to NT$500,000. Those who still fail to make corrections after being notified within a time limit shall be fined NT$500,000 to NT$5 million each time until corrections are made. If the circumstances are serious, the company registration may be revoked.
In the case of the preceding paragraph, the circumstances of the sanction shall be recorded in sequence on the information platform in the first paragraph.
The person in charge of the company shall faithfully execute the business and fulfill the duty of care of a good manager. If any violation causes damage to the company, he shall be liable for damages.
If the person in charge of the company violates laws and regulations in the execution of the company's business and causes damage to others, he shall be jointly and severally liable for compensation to the other party and the company.
If the person in charge of the company violates the provisions of Paragraph 1 by doing such acts for himself or others, the shareholders' meeting may make a resolution that the income from such acts shall be regarded as the income of the company. However, this does not apply to cases where more than one year has elapsed since the income was generated.
A dissolved company shall be liquidated unless it is dissolved due to merger, division or bankruptcy.
A company that is dissolved shall be deemed not to have been dissolved within the scope of liquidation.
During the period of liquidation, a company dissolved in the preceding article may temporarily operate business for the purpose of settlement of cash and facilitating liquidation.
The provisions of the preceding three Articles shall apply mutatis mutandis to companies whose registration is revoked or abolished by the central competent authority.
A company that has been dissolved, revoked or annulled registration has not been liquidated for more than ten years from the date of dissolution, cancellation or annulment of registration, or a company that has been declared bankrupt has not been declared bankrupt by the court for more than ten years since the date of bankruptcy registration Terminators may apply for approval to use their company names for others, and are not subject to the restrictions set forth in Paragraph 1 of Article 18. However, if there are justifiable reasons and the report is submitted to the central competent authority for approval within six months before the expiration of the time limit, it will still be subject to the restrictions stipulated in Paragraph 1 of Article 18.
When the government or a legal person is a shareholder, it may be elected as a director or supervisor. However, natural person representatives must be designated to perform their duties.
When the government or a legal person is a shareholder, its representative may also be elected as a director or supervisor. When there are several representatives, they can be elected separately, but they cannot be elected or serve as directors and supervisors at the same time.
The representatives mentioned in Paragraph 1 and Paragraph 2 may be reassigned at any time to make up for the original term according to their position.
The restrictions imposed on the right of representation in the first and second items shall not be opposed to a bona fide third party.
Announcements of the company shall be published in newsprint or newsletter.
In the case of the preceding paragraph, the central competent authority may establish or designate a website for the company to announce.
For the companies listed in the preceding two paragraphs, if there are other regulations by the competent securities authority, such regulations shall prevail.
The official documents that the competent authority shall serve on the company according to law may be done electronically.
If the official document that the competent authority should serve on the company according to law cannot be served, it shall be delivered to the person in charge representing the company instead; if it is still unable to be served, an announcement may be made instead.
The implementation regulations for electronic service shall be prescribed by the central competent authority.
The company may appoint managers in accordance with the articles of incorporation, and their appointment, dismissal and remuneration shall be determined in accordance with the following provisions. However, if the company's articles of association have higher provisions, the provisions shall follow:
1. Unlimited companies and partnership companies must have the consent of more than half of all shareholders with unlimited liability.
2. A limited company must have the approval of more than half of the voting rights of all shareholders.
3. A company limited by shares shall be approved by the board of directors with the presence of more than half of the directors and the consent of more than half of the directors present.
Where a company falls under the circumstances of Article 156-4, the competent authority for project approval shall require the company participating in the government's special bailout plan to provide a self-rescue plan, and may restrict its payment of managerial compensation or other necessary Disposal or restriction; the regulations shall be prescribed by the central competent authority.
A person who falls under any of the following circumstances shall not act as a manager, and those who have already acted as managers shall of course be dismissed:
1. Has committed crimes stipulated in the Regulations on the Prevention and Control of Organized Crime, and has been convicted of a crime that has not been executed or completed, or five years have not elapsed since the completion of execution, expiration of the suspended sentence, or pardon.
2. Has committed fraud, breach of trust, or embezzlement and has been sentenced to a fixed-term imprisonment of more than one year, and has not yet executed, has not yet completed the execution, or has not passed two years since the completion of the execution, the expiration of the suspended sentence, or the pardon.
3. Has committed a crime under the Corruption Criminology Act, has been convicted of a crime, and has not yet executed or completed the execution, or two years have not elapsed since the completion of the execution, the expiration of the suspended sentence, or the pardon.
4. Has been declared bankrupt or has been ordered by the court to start liquidation procedures, but has not yet been restored.
5. The use of bills has not yet expired after being rejected.
6. Incapacity or limited capacity for conduct.
7. The assisted declaration has not been revoked.
The duties and powers of the manager may be stipulated in the contract in addition to the articles of association.
The manager has the right to manage affairs and sign for the company within the scope of authorization stipulated in the company's articles of association or contract.
The manager shall not concurrently serve as the manager of other profit-making enterprises, and shall not operate the same kind of business for himself or for others. However, this does not apply to those who have been agreed in accordance with the method stipulated in Paragraph 1 of Article 29.
Managers shall not alter the decisions of directors or executive shareholders, or the resolutions of the shareholders' meeting or the board of directors, or exceed their prescribed authority.
Managers shall be liable for compensation to the company when the company suffers damage due to violation of laws, regulations, articles of association, or the provisions of the preceding article.
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The company shall not oppose bona fide third parties with the restrictions it imposes on managers.
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Chapter 2 Unlimited Company
Section 1 Established
The shareholders of an unlimited company shall have two or more shareholders, and half of them shall have domiciles in the Mainland.
Shareholders shall, with unanimous consent, sign or seal the articles of association, place them in the company, and each hold a copy.
The articles of association of an unlimited company shall contain the following items:
1. Company name.
2. The business to be operated.
3. The name, domicile or residence of the shareholder.
4. Total capital and capital contributions of each shareholder.
5. Each shareholder has property other than cash as capital contribution, its type, quantity, price or evaluation criteria.
6. Profit and loss distribution ratio or standard.
7. The location of the company; if it has a branch, its location.
8. If there is a shareholder representing the company, its name.
9. If there is a shareholder to carry out the business, its name.
10. If there is a cause for dissolution, the cause.
11. The year, month, and day when the articles of association are concluded.
A shareholder representing the company who fails to prepare the articles of association referred to in the preceding paragraph shall be fined NT$10,000 to NT$50,000. Those who refuse to make purchases continuously shall be fined NT$20,000 to NT$100,000 consecutively.
Section 2 Internal Relations of the Company
The internal relations of a company may be regulated by the articles of association, unless otherwise provided by law.
Shareholders may contribute labor services or other rights in accordance with Subparagraph 5, Paragraph 1, Article 41.
If a shareholder's creditor's rights are offset against the share capital, and the creditor's rights cannot be paid off when due, the shareholder shall make up the payment; if the company suffers any damages as a result, it shall also be liable for compensation.
Each shareholder has the right to perform business and undertakes its obligations. However, if the articles of incorporation stipulate that one or more of the shareholders shall execute the business, such provisions shall prevail.
More than half of the shareholders carrying out the business referred to in the preceding paragraph must have domicile in China.
When several or all shareholders execute business, the execution of business depends on the consent of more than half of the shareholders.
Shareholders performing business may conduct their normal business independently. However, if one of the remaining shareholders who execute the business raises an objection, the execution shall be suspended immediately.
Amendments to the articles of association of a company shall require the consent of all shareholders.
Shareholders who do not perform business may at any time inquire about the company's business operations and consult property documents, account books, and records from shareholders who do business.
Shareholders who perform business shall not request remuneration from the company unless there is a special agreement.
Shareholders may request repayment from the company of the advances made by shareholders for the execution of business, and pay the interest on the advances; if the debts are incurred and the debts are not yet due, they may request the provision of appropriate guarantees.
Shareholders who suffer damages due to the performance of their business and are not at fault themselves may claim compensation from the company.
When the articles of association of the company stipulate that one or more of the shareholders shall carry out the business exclusively, that shareholder shall not resign without reason, nor shall other shareholders make them resign without reason.
Shareholders shall conduct business in accordance with the laws, articles of incorporation and shareholders' decisions.
Anyone who violates the preceding paragraph and causes damage to the company shall be liable for compensation to the company.
Shareholders who collect funds from the company on behalf of the company and fail to pay or embezzle the company's funds within a certain period of time shall add interest and repay them together; if the company suffers any damage, they shall also make compensation.
A shareholder shall not be an unlimited liability shareholder of another company or a partner of a partnership enterprise without the consent of all other shareholders.
Shareholders who conduct business shall not engage in the same type of business as the company for themselves or others.
When a shareholder performing business violates the provisions of the preceding paragraph, the other shareholders may, by a resolution of more than half of the shareholders, consider the income from their own or others' actions as the company's income. However, this does not apply to cases where more than one year has elapsed since the income was generated.
Without the consent of all other shareholders, a shareholder may not transfer all or part of his own capital contribution to others.
Section 3 External Relations of the Company
The company's articles of association may specify the shareholders representing the company; if not specified, each shareholder may represent the company.
The provisions of Paragraph 2 of Article 45 shall apply mutatis mutandis to the shareholders representing the company.
Represents the shareholders of the company and has the right to handle all business affairs of the company.
Restrictions imposed by the company on the representation rights of shareholders shall not be against bona fide third parties.
A shareholder representing the company shall not be a representative of the company at the same time if he or another person engages in transactions, loans, or other legal acts with the company. However, this is not the case when repaying debts to the company.
When the company's assets are insufficient to pay off its debts, the shareholders shall be jointly and severally liable for the repayment.
A person who joins a company as a shareholder shall also be responsible for the debts incurred by the company before joining the company.
A person who is not a shareholder but acts that can be trusted to be a shareholder shall bear the same responsibilities as a shareholder to a bona fide third party.
The company shall not distribute the surplus unless the losses are made up.
When the person in charge of the company violates the provisions of the preceding paragraph, he shall be sentenced to fixed-term imprisonment of not more than one year, short-term detention, or a fine of not more than NT$60,000.
The company's debtors may not set off their debts against their shareholders' claims.
Section 4 Withdrawal of Shares
Where the articles of association do not determine the duration of the company, unless otherwise stipulated regarding withdrawal of shares, shareholders may withdraw their shares at the end of each fiscal year. However, a written statement should be made to the company six months in advance.
When shareholders have major reasons not attributable to themselves, they may withdraw their shares at any time, regardless of whether the company has a fixed duration or not.
In addition to the provisions of the preceding article, shareholders who have one of the following circumstances withdraw their shares:
1. Reasons for withdrawing shares as stipulated in the articles of association.
Two, death.
3. Bankruptcy.
4. Declaration of guardianship or assistance.
5. Delisting.
6. The shareholder's capital contribution is enforced by the court.
When withdrawing shares in accordance with Subparagraph 6 of the preceding paragraph, the enforcement court shall notify the company and other shareholders two months in advance.
Shareholders who fall under any of the following conditions may be dismissed with the consent of all other shareholders. However, no opposition to the shareholder shall be allowed without notice:
1. Failure to pay the required capital or failure to pay after repeated reminders.
2. Violation of Article 54, Paragraph 1.
3. The company's interests are harmed by improper conduct.
4. Failure to fulfill important obligations to the company.
If the company name contains the surname or name of the shareholder, the shareholder may request to stop using it when withdrawing shares.
The settlement between the withdrawing shareholder and the company shall be based on the status of the company's property at the time of withdrawal.
The capital contributions of withdrawing shareholders, regardless of their type, may be returned in cash.
When a shareholder withdraws shares, if the company's affairs have not been settled, the profit and loss shall be calculated and distributed after the settlement.
Shareholders who withdraw their shares shall apply for registration with the competent authority, and shall still bear joint and several unlimited liabilities for the debts of the company before registration within two years after registration.
The provisions of the preceding paragraph shall apply mutatis mutandis to shareholders who transfer their capital contributions.
Section 5 Dissolution, Merger and Change of Organization
The company shall be dissolved under any of the following circumstances:
1. Reasons for dissolution stipulated in the articles of association.
2. The company's business has been achieved or failed to be achieved.
3. More than two-thirds of the shareholders agree.
4. The minimum number of shareholders stipulated in this Law is less than the number of shareholders after a change.
5. Merge with other companies.
6. Bankruptcy.
7. An order or judgment for dissolution.
Subparagraphs 1 and 2 of the preceding paragraph may continue to operate with the consent of all or a part of the shareholders, and those who do not agree shall be deemed to have withdrawn their shares.
Subparagraph 4 of Paragraph 1 may join new shareholders to continue operations.
Those who continue to operate due to the circumstances of the preceding two items shall amend their articles of association.
A company may merge with another company with the consent of all shareholders.
When a company decides to merge, it shall immediately prepare a balance sheet and property catalog.
After the company makes a resolution to merge, it shall immediately notify and make an announcement to each creditor, and specify a time limit of not less than 30 days, stating that creditors may raise objections within the time limit.
If the company fails to notify and make an announcement in the preceding article, or fails to pay off creditors who raise objections within the specified time limit, or fails to provide adequate security, it may not use its merger against creditors.
The rights and obligations of a company eliminated as a result of a merger shall be assumed by the company that survives the merger or is established separately.
With the consent of all shareholders, the company may change some of its shareholders into limited liability shareholders or add additional limited liability shareholders, and change its organization into a limited liability company.
The provisions of the preceding paragraph shall apply mutatis mutandis to companies that continue to operate as stipulated in Article 71, Paragraph 3.
A company may change its articles of association and change its organization into a limited company or a company limited by shares with the consent of more than two-thirds of its shareholders.
In the case of the preceding paragraph, shareholders who disagree may make a written statement to the company to withdraw their shares.
Articles 73 to 75 shall apply mutatis mutandis when the company changes its organization in accordance with the preceding two articles.
When a shareholder changes to limited liability in accordance with Article 76, Paragraph 1 or Article 76-1, Paragraph 1, before the company changes its organization, the company's debts shall be paid within two years after the company's change registration. Still bear joint and several unlimited liability.
Section VI Liquidation
In the liquidation of a company, all shareholders shall be the liquidators. However, this law or the articles of incorporation stipulates otherwise, or if another liquidator is selected by shareholders' resolution, this restriction does not apply.
In the case of liquidation by all shareholders, if one of the shareholders is deceased, the liquidation shall be performed by his heirs; if there are several heirs, the heirs shall recommend one of them to perform the liquidation.
When the liquidator cannot be determined in accordance with the provisions of Article 79, the court may appoint a liquidator at the request of the interested party.
The court may dismiss the liquidator when it deems it necessary due to the petition of an interested party. However, the liquidator appointed by the shareholders may also be dismissed with the consent of more than half of the shareholders.
The liquidator shall, within fifteen days after taking office, report his name, domicile or domicile, and the date of taking office to the court.
The dismissal of the liquidator shall be reported to the court by the shareholders within fifteen days.
When the liquidator is appointed by the court, an announcement shall be made; the same is true when the liquidator is dismissed.
Violation of the provisions of the reporting deadline in Paragraph 1 or Paragraph 2 shall result in a fine ranging from NT$3,000 to NT$15,000.
The duties of the liquidator are as follows:
1. Closing the current affairs.
2. Collect creditor's rights and pay off debts.
3. Distribution of surplus or loss.
4. Distribution of remaining property.
The liquidator performs the duties mentioned in the preceding paragraph and has the right to represent the company in all actions, whether in litigation or outside litigation. However, the transfer of the company's business operations, including assets and liabilities, to others requires the consent of all shareholders.
When there are several liquidators, it may be presumed that one or several persons represent the company. If not presumed, each has the right to represent the company to a third party. The execution of liquidation affairs depends on the consent of the majority.
The liquidator presumed to represent the company shall report to the court in accordance with Article 83, Paragraph 1.
Restrictions imposed on the representative power of the liquidator shall not be against bona fide third parties.
After taking office, the liquidator shall immediately inspect the company's property situation, prepare a balance sheet and property catalog, and send them to all shareholders for inspection.
Anyone who obstructs, refuses, or evades the inspection in the preceding paragraph shall be fined not less than NT$20,000 but not more than NT$100,000.
The liquidator shall complete the liquidation within six months; if the liquidation cannot be completed within six months, the liquidator may appeal to the court for an extension.
If the liquidator fails to complete the liquidation within the time limit specified in the preceding paragraph, a fine ranging from NT$10,000 to NT$50,000 will be imposed.
When the liquidator encounters inquiries from shareholders, he shall reply at any time regarding the status of the liquidation.
Liquidators who violate the provisions of the preceding paragraph shall be fined NT$10,000 to NT$50,000.
After taking office, the liquidator shall urge the creditors to declare their claims by public announcement, and shall notify the creditors who are aware of the claims separately.
When the company's property is insufficient to pay off its debts, the liquidator shall immediately apply for bankruptcy.
The duties of the liquidator cease when he transfers his affairs to the bankruptcy administrator.
If the liquidator violates the provisions of Paragraph 1 and fails to declare bankruptcy immediately, he shall be fined NT$20,000 to NT$100,000.
The liquidator shall not distribute the company's property among the shareholders unless the company's debts are paid off.
When the liquidator violates the provisions of the preceding paragraph and distributes the company’s property, he shall be sentenced to a fixed-term imprisonment of not more than one year, short-term detention, or a fine of not more than NT$60,000.
The distribution of the remaining property shall be determined according to the ratio of the net remaining capital contribution of each shareholder after distributing the surplus or loss, unless otherwise stipulated in the articles of association.
The liquidator shall, within 15 days after the completion of the liquidation, prepare a settlement statement and send it to each shareholder, requesting their approval. If the shareholder does not raise an objection within one month, it shall be deemed as approval. However, this does not apply when the liquidator commits illegal acts.
The liquidator shall report to the court within 15 days after the completion of the liquidation and the submission to the shareholders for approval.
If the liquidator violates the time limit for reporting in the preceding paragraph, he shall be fined NT$3,000 to NT$15,000.
The company's account books, records, and documents related to business and liquidation affairs shall be kept for ten years from the date when the liquidation is completed and reported to the court.
The liquidator shall handle his duties with the care of a good administrator, and shall be jointly and severally liable for compensation to the company if he is negligent and causes damage to the company; if he has intentional or gross negligence, he shall be jointly and severally liable for compensation to a third party.
The joint and several unlimited liability of shareholders shall be extinguished five years after the registration of dissolution.
The relationship between the liquidator and the company shall be governed by the provisions of the Civil Code on appointment, in addition to the provisions of this Act.
Chapter Three Limited
A limited company consists of one or more shareholders.
Shareholders shall sign or seal the Articles of Association with unanimous consent, and place them in the company, with each person holding a copy.
Except as provided in Paragraph 2, the liability of each shareholder to the company shall be limited to the amount of its capital contribution.
If a shareholder abuses the company's legal person status and causes the company to bear specific debts and it is obviously difficult to repay them, if the circumstances are serious and necessary, the shareholder shall be liable for the repayment.
In addition to cash, the shareholder's capital contribution may be offset against the company's monetary claims, property or technology required by the company's business.
The total capital of the company shall be fully paid up by all shareholders, and installment payment or external recruitment shall not be allowed.
The articles of association of the company shall specify the following items:
1. Company name.
2. The business to be operated.
3. The name of the shareholder.
4. Total capital and capital contributions of each shareholder.
5. Profit and loss distribution ratio or standard.
6. The location of the company.
7. Number of directors.
8. If there is a cause for dissolution, the cause.
9. The year, month, and day when the articles of association are concluded.
A director representing a company who fails to prepare the articles of association referred to in the preceding paragraph shall be fined NT$10,000 to NT$50,000. Those who refuse to purchase again will be fined NT$20,000 to NT$100,000 each time.
Each shareholder has one voting right regardless of the amount of capital contribution. However, it may be stipulated in the articles of incorporation that the voting rights shall be distributed in proportion to the amount of capital contribution.
When the government or legal person is the shareholder, the provisions of Article 181 shall apply mutatis mutandis.
The company shall keep a register of shareholders in the company, recording the following items:
1. The capital contribution of each shareholder.
2. The name, address or domicile of each shareholder.
3. The year, month, and day of payment of shares.
A director representing a company who fails to keep the register of shareholders referred to in the preceding paragraph in the company shall be fined NT$10,000 to NT$50,000. Those who refuse to purchase again will be fined NT$20,000 to NT$100,000 each time.
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The capital increase of the company shall be approved by more than half of the voting rights of the shareholders. However, although the shareholders agree to the capital increase, they still have no obligation to contribute capital in proportion to the original capital contribution.
In the event of the proviso of the preceding paragraph, new shareholders may participate with the consent of more than half of the voting rights of the shareholders.
The company may reduce its capital or change its organization into a joint stock limited company with the consent of more than half of the shareholders' voting rights.
Shareholders who disagree with the preceding three items shall be deemed to have agreed to the amendment to the Articles of Association.
After the company has made a resolution to change its organization, it shall promptly notify and make an announcement to each creditor.
The company after the change of organization shall bear the debts of the company before the change of organization.
The provisions of Articles 73 and 74 shall apply mutatis mutandis to capital reduction.
A company shall have at least one director to perform business and represent the company, and a maximum of three directors, who shall be elected from among shareholders with legal capacity upon the consent of more than two-thirds of the voting rights of shareholders. When there are several directors, a chairman may be appointed in the articles of association to represent the company externally; the chairman shall be elected from among the directors with the consent of more than half of the directors.
When a director is on leave or is unable to perform his duties for any reason, he shall designate a shareholder to act as his proxy; if he fails to designate a proxy, the shareholders shall recommend one of them to act as his proxy.
Directors shall explain the important content of their actions to all shareholders for their own or others' actions of the same type of business as the company, and obtain the consent of more than two-thirds of the voting rights of shareholders.
Article 30, Article 46, Article 49 to Article 53, Item 3 of Article 54, Article 57 to Article 59, Article 208 The provisions of Paragraph 3, Article 208-1, and Article 211 Paragraphs 1 and 2 shall apply mutatis mutandis to directors.
A director representing a company who violates the provisions of Paragraph 1 or Paragraph 2 of Article 211 applicable mutatis mutandis in the preceding paragraph shall be fined NT$20,000 to NT$100,000.
Shareholders who do not perform business operations may exercise supervisory power; the exercise of supervisory power shall be governed by Article 48 mutatis mutandis.
Shareholders who do not engage in business operations may, on behalf of the company, entrust lawyers and accountants to audit the affairs referred to in the preceding paragraph.
Directors who evade, hinder or refuse non-performing shareholders to exercise their supervisory powers shall be fined NT$20,000 to NT$100,000.
At the end of each fiscal year, the directors shall, in accordance with the provisions of Article 228, prepare various forms and distribute them to all shareholders for their approval; the approval shall be approved by more than half of the voting rights of the shareholders.
The above-mentioned list shall be distributed no later than six months after the end of each fiscal year. If no objection is raised within one month after distribution, it shall be deemed as acceptance.
Article 228-1, Articles 231-233, Article 235, Article 235-1, Article 240 The provisions of Paragraph 1 and Paragraph 1 of Article 245 shall apply mutatis mutandis to limited companies.
Anyone who evades, obstructs or refuses to apply for the inspection of the inspector appointed by the court in accordance with the provisions of Article 245, Paragraph 1 of the preceding paragraph shall be fined NT$20,000 to NT$100,000.
Shareholders may not transfer all or part of their capital contributions to others without the consent of more than half of the voting rights of other shareholders.
Without the consent of two-thirds or more of the voting rights of other shareholders, directors may not transfer all or part of their capital contributions to others.
For the transfer in the preceding two paragraphs, shareholders who disagree with the transfer shall have the priority to receive the transfer; if they do not accept the transfer, it shall be deemed to have agreed to the transfer, and agreed to amend the articles of association related to shareholders and their capital contributions.
When the court transfers a shareholder's capital contribution to another person in accordance with the enforcement procedure, the court shall notify the company and other shareholders to designate the transferee within 20 days in accordance with the method specified in Paragraph 1 or 2; If the assignee does not accept the transfer under the same conditions, it is deemed to have agreed to the transfer and agreed to amend the articles of association regarding shareholders and their capital contributions.
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