Section 3.External Relations of a Company |
| Article 56 | A company may, by its Articles of Incorporation, designate one or more shareholders to represent the company, and in the absence of such a provision each shareholder may represent the company.
The provision of Article 45, Paragraph 2, shall apply mutatis mutandis to the shareholder or shareholders who represent the company.
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| Article 57 | A shareholder who represent the company shall have power to conduct all affairs pertaining to the business of the company.
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| Article 58 | Any restriction imposed by the company power of representation of a shareholder cannot be set up as a defence against a bona fide third person.
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| Article 59 | When a shareholder who represents the company buys or sells, lends or leases, or does any juristic act vis-a-vis the company on his own account or on behalf of another, he shall not at the same time represent the company; however, the repayment of debt to the company shall be excepted.
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| Article 60 | When the assets of the company are not sufficient to meet its liabilities, the shareholders shall be jointly liable.
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| Article 61 | Any one who becomes a shareholder of a company shall also be liable for the liabilities of the company contracted prior to his being shareholder.
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| Article 62 | Any one who is not a shareholder, but leads other to believe that he is a shareholder, shall have the liabilities vis-a-vis a bona fide third person as though he were a shareholder.
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| Article 63 | A company, unless losses have been covered, shall not make distribution of surplus profit.
Responsible persons of the company, acting in violation of the aforesaid provision, shall be severally subject to imprisonment not exceeding one year, detention, or singularly or in addition thereto a fine not exceeding NT$60,000.
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| Article 64 | A debtor of a company cannot set off his debt to the company against his claim vis-a-vis a shareholder.
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