A limited company has only one shareholder. If the shareholder dies, how should the capital contribution of the deceased shareholder be disposed of?
The director of a limited company is usually the person in charge of the company and the executive shareholder. When the only director/person in charge dies, what should the other shareholders do?
Generally speaking, it is less likely for the bank to know about the death of the person in charge of the company. If the company's funds are used for salary payment or for collection...etc. The correct way is to apply to the court to appoint a temporary administrator in accordance with Article 108 of the Company Law mutatis mutandis and Article 208-1, and the temporary administrator will act on his behalf.
According to Article 208-1 of the Company Law: "When the board of directors fails to act or is unable to exercise its functions and powers, and the company is in danger of being damaged, the court may elect one or more temporary administrators to act as acting directors at the request of interested parties or prosecutors. The duties and powers of the chairman and the board of directors...". This provision applies mutatis mutandis to Article 108, Item 4 of the same law. It is intended to use temporary administrators to act as directors’ powers in order to maintain the powers of the directors in response to the death, resignation, or inability to exercise the powers of the directors of the limited company, which may cause the business of the company to stop. company operations. The case relates to the death of a director of a one-person limited company. Whether it is possible to apply to the court for the appointment of a temporary administrator in accordance with Article 108, Item 4 of the Company Law, which applies mutatis mutandis to Article 208-1 of the same law, please follow the instructions above. As for what constitutes an interested party, hereby attach the copy of the No. 09202070730 letter of Jingshang Zi No. 09202070730 dated April 4, 1992 of the Ministry for reference. (Jingshangzi No. 09402340070 letter from the Ministry of Economic Affairs on 94.11.25)
Therefore, when a director of a limited company is unable to perform his duties due to death and there are no other directors, the shareholders of the limited company can apply for the appointment of a temporary administrator. There is also a letter from the Ministry of Economic Affairs for reference to this view. In addition, the appointment of interim administrators is not limited to shareholders, and accountants or lawyers may also be appointed.
For the purpose of the company and the heirs of the deceased shareholder to handle the registration of change of capital contribution, a shareholder of a limited company who is deceased may apply for change of registration within 15 days after obtaining the estate tax certificate or other proof of succession. If the deceased shareholder has another director (chairman), the removal registration of the director (chairman) shall be filed with the competent company registration authority within 15 days from the day after the death. (Company Registration and Approval Regulations §15)
For a company with one shareholder, if the shareholder is a natural person, he must be the person in charge of the company. If the shareholder dies, there will be no other shareholders, so it is impossible to send another person in charge to handle the change registration. First go through the procedures for succession registration. After his heir inherits the shareholder's capital contribution, he must go to the registration authority to handle the registration of changes in the person in charge and the company's articles of association. If the heir wants to transfer the inherited capital contribution to another person, he must go through the registration of capital contribution transfer change at the same time. If you no longer operate the company, you must go through the dissolution registration process. (Company Law § 108, Ministry of Economic Affairs January 24, 1991 Jingshangzi No. 09002284740, Ministry of Economic Affairs April 22, 2010 Jingshangzi No. 10002408510, Ministry of Economic Affairs Jul. 30, 2010 Jingshangzi No. 10102427310 letter interpretation)
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