Section 2.Internal Relations of a Company |
| Article 42 | The internal relations of a company, unless otherwise provided by law, may be prescribed in the Articles of Incorporation.
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| Article 43 | A shareholder may contribute his capital in the form of service or other rights, and has to comply with the provisions in Article 41, paragraph 1, item 5.
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| Article 44 | A shareholder who contributes capital by assigning a monetary claim which is not satisfied upon maturity, shall make good the loss and be liable to compensate the company for any damage or loss in consequence thereof.
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| Article 45 | Each shareholder shall have the right to conduct the business of the company and be responsible thereof, but in case the Articles of Incorporation provide for one of several of the shareholders to conduct the business, then that provision shall prevail.
More than one-half of the shareholders who conduct the business as mentioned in the preceding paragraph shall have domiciles within the territory of the Republic of China.
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| Article 46 | When several or the whole body of shareholders are conducting the business a company, then decisions shall be carried out by a majority vote.
Each shareholder who conducts the business of a company may act independently in all ordinary affairs, provided that in any matter in which any one of the other shareholders who also conducts company business objects, such objection shall be followed immediately by stopping any further proceeding in the matter.
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| Article 47 | Any modification or alteration in the Articles of Incorporation of a company shall be agreed upon by all of the shareholders.
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| Article 48 | Shareholders who do not conduct business may, at any time, require shareholders who conduct business to furnish information on the business condition of the company and examine its assets, documents, books and statement.
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| Article 49 | A shareholder who conducts business shall not claim remuneration from the company unless there is special agreement to that effect.
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| Article 50 | Shareholder who advance money while conducting the business of the company may demand from the company reimbursement and payment of interest on the sum or sums thus advanced; where a debt is incurred and such debt has not yet matured, he may request the company to furnish appropriate security.
A shareholder who suffers loss or damage through no fault of his own in the course of conducting business may claim compensation from the company.
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| Article 51 | When the Articles of Incorporation provide for one or several of the shareholders to conduct business, such shareholder or shareholders shall not resign without cause nor can other shareholders cause him or them to retire without cause.
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| Article 52 | A shareholder shall conduct business in accordance with laws and ordinances, Articles of Incorporation, and decisions of the shareholders.
A shareholder who acts in violation of the aforesaid provision thereby causing loss or damage to the company, shall be liable to compensate the company.
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| Article 53 | A shareholder who receives money on behalf of the company and does not turn in the said sum within a reasonable period of time, or appropriates the sum for his own use, shall repay the said money with interest and compensate the company for any loss or damage sustained thereby.
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| Article 54 | A shareholder, without the unanimous consent of all other shareholders, shall not be a shareholder of unlimited liability of another company or a partner in a partnership business.
A shareholder who conducts business of the company, shall not, on his own account or on behalf of another, engage in the same business as that of the company.
In case a shareholder who conducts business of the company violates the provisions of the preceding paragraph, all other shareholders may, by a majority of vote, consider the earnings in such an act as earnings of the company unless one year has lapsed since the realization of such earnings.
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| Article 55 | A shareholder, without the unanimous consent of all other shareholders, shall not transfer to another person all or a part of his contribution to the capital of the company.
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