Taiwan Stock Exchange - Rules & Regulations Directory

Chapter Content

Title:

Regulations Governing Stock Exchanges 

Amended Date: 2012.07.11 

   Chapter II Permission or Special Approval for Establishment

      Section I A Membership Stock Exchange

Article 4
    For the establishment of a membership stock exchange, all of its members shall submit the following documents, each in three copies, to the FSC to apply for approval:
  1. Application form (as per Attachment 1).
  2. Articles of association and operating rules.
  3. List of members.
  4. A statement indicating conditions of the business premises and facilities.
  5. List of directors and supervisors and photocopies of their identification cards.
  6. Director and supervisor registration form (as per Attachment 2) and a written statement declaring that they are free of the conditions prohibited in Article 53 of the Act.
  7. Documentary proof of deposit of membership contribution in full to the designated bank account by each member.
  8. The first year business forecast report and the estimate report of expense and income.
  9. Financial and auditing reports certified by certified public accountants.
  10. The minutes of the establishment meeting.
Article 5
    The articles of association as referred to in subparagraph 2 of the preceding article shall contain the following particulars:
  1. Matters regarding particulars required under Articles 105, 113, and 170 of the Act.
  2. Matters regarding the causes of dissolution.
Article 6
    The membership list as referred to in Article 4, subparagraph 3 shall contain the following particulars:
  1. Projected number of members.
  2. Names and addresses of the members.
  3. Each member's capacity and occupation concurrently engaged.
  4. The amount of capital contribution from each member.
Article 7
    Directors and supervisors of a membership stock exchange shall not take the office until the stock exchange receives the notice of permission from the FSC.
    Directors, after assumption of office, shall organize the board of directors and elect the chairman of the board in accordance with applicable laws and regulations and shall appoint managers and associated persons and report such to the FSC for approval and registration.
Article 8
    A membership stock exchange shall file with the district court for the juristic person registration within 30 days after receiving the notice of permission issued by the FSC.
Article 9
    A membership stock exchange shall, enclosing photocopies of the juristic person registration and the payment receipt of the operation bond, file with the FSC for a permit certificate within 15 days after completing the juristic person registration. For those who fail to file with the FSC within the deadline, the original permission shall be deemed void. The stock exchange, with legitimate reasons, may apply to the FSC for an extension.
Article 10
    If there is any modification to the registration of a membership stock exchange, the stock exchange shall present the modification application form along with three copies of related documents to the FSC and file for modification to the registration.

      Section II A Company Type Stock Exchange

Article 11
    A company type stock exchange shall be a company limited by shares incorporated via promotion.
Article 12
    The minimum paid-in capital of a company type stock exchange shall be NT$500 million.
Article 13
    To incorporate a company type stock exchange, all its shareholders shall prepare the following documents, each in three copies, and file with the FSC for approval:
  1. Application form.
  2. Articles of incorporation and operating rules.
  3. List of shareholders.
  4. A statement indicating the conditions of business premises and facilities.
  5. List of directors and supervisors and photocopies of their identification cards.
  6. Director and supervisor registration form and a written statement declaring that they are free of the conditions prohibited in Article 53, subparagraphs 1 to 4 and subparagraph 6 of the Act.
  7. Documentary proof of full payment for shares to the designated bank account.
  8. Business forecast report of the first year.
  9. Financial and audit reports certified by certified public accountants.
  10. Minutes of the promoters' meeting.
Article 14
    The articles of incorporation of a company type stock exchange shall comply with the provisions of the Company Act, and shall also contain the following particulars:
  1. Matters regarding the provisions of Article 125, paragraph 2 of Article 126, Article 128, and Article 170 of the Act.
  2. Matters prescribed in Article 32 of these Regulations.
  3. Accounting matters.
Article 15
    A company type stock exchange shall, after receiving the notice of approval issued by the FSC, file for incorporation registration in accordance with the Company Act.
Article 16
    A company type stock exchange shall, enclosing a photocopy of the license and a photocopy of payment receipt of the operation bond, file with the FSC for a permit certificate within 15 days after receiving the company license. For those who fail to file with the FSC within the deadline, the original permission shall be deemed void. However, the stock exchange, with legitimate reasons, may apply to the FSC for an extension.
Article 17
    A company type stock exchange shall be governed mutatis mutandis by the provisions of Article 7 and Article 10 of these Regulations.
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