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Article 36
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For cases of incorporation by public offering, the following items shall be included:
- Process of company incorporation: Provide the reason for incorporation by public offering, a register of promoters, and the names, experience, number of shares subscribed, types of capital contribution of the promoters whose share subscription percentage is among the top ten, and whether the promoters meet the qualifying criteria under the relevant acts; share dispersal and status of related enterprises holding shares shall also be disclosed.
- Minutes of promoters meeting.
- The condition of the market in which the promoter's enterprise belongs and future expandability.
- The contents of the promoters' business plan:
- Scope of business: setting forth the main products or businesses.
- Operating principles and strategies: setting for the principles and strategies for each aspect of operation.
- Plan for business development: setting forth long and short-term business development plans, the main target market, and competitive strategies.
- Concrete plan for execution:
- Facilities at the operation location: setting forth the factors taken into consideration in choosing the operation location and factory address, and the method for deciding the transaction price.
- Setting forth the educational background of the principal managerial officers.
- Organizational system: setting forth the structure of the organization and the purposes, duties, and responsibilities of each of the main departments.
- Human resources plan: setting forth the need for human resources, the method for hiring employees, nurturing, training, promotion and relocation, evaluation, salary system, and employee fringe benefits.
- Setting forth the items in the plan for allocation of finances and use of capital.
- Setting forth the operating plan and the production and sale plan for the forthcoming fiscal year.
- Setting forth, item by item, whether there was any trade in major assets, financing, or guaranty conditions (Table 66), or other aspects of trade between the promoters and their related persons within the most recent year.
- The name and address of the bank authorized to collect the payment for the subscribed shares, and the proof that the promoters have paid their share subscription price pursuant to the relevant regulations.
- The offering circular.
- The securities underwriter's summary evaluative opinion.
- The authority in charge of the enterprise, and major laws and regulations applicable to the enterprises.
- Any other documentation required to be included by the competent government authority.
The promoters shall deliver to subscribers or offerees the prospectus referred to in the preceding paragraph together with the payment form before the incorporation of the company.
If the FSC has promulgated separate rules/regulations for special industries like banks, bill financing, securities, futures, insurance, financial holdings, and trust and investment, those rules/regulations shall be complied with.
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