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History

Title：

Company Act  CH

Amended Date： 2025.12.26 (Articles 387-1, 449 amended,English version coming soon)
Current English version amended on 2021.12.29 
Article Content Chapter Content Search Article No. Search Subordinate Legislation Amended Article Legislative History Chinese

Title： Company Act(2021.12.29)
Date：
Article 3     The domicile of a company is the location of its head office.
    The term "head office" as used in this Act denotes the principal office first established according to law to take charge of affairs of the entire organization; the term "branch office" denotes branch unit subject to the control of the head office.
Article 4     The term "foreign company" as used in this Act denotes a company, for the purpose of profit making, organized and incorporated in accordance with the laws of a foreign country, and authorized by the R.O.C. Government to transact business within the territory of the Republic of China.
    A foreign company, within the limits prescribed by laws and regulations, is entitled with the same legal capacity as a R.O.C. company.
Article 5     The term "Competent authority" as used in this Act shall denote the Ministry of Economics Affairs where the central government is concerned; or the Bureau of Reconstruction where a municipal government under the jurisdiction of the Executive Yuan is concerned.
    The central competent authority may authorize its subordinate authority (authorities) or mandate or appoint other government authority (authorities) to handle the matter(s) set forth in this Act.
Article 6     No company may be incorporated unless it has registered with the central competent authority.
Article 7     The capital amount of a company applying for registration of incorporation shall be audited by an independent certified public accountant; such company shall attach an auditing certificate from an independent certified public accountant when applying for registration of incorporation or within 30 days after the registration of incorporation.
    The capital amount of a company applying for alteration of the registered capital amount shall first be audited by an independent certified public accountant.
    Regulations governing the process set forth in the two preceding paragraphs shall be prescribed by the central competent authority.
Article 8     The term "responsible persons" of a company as used in this Act denotes shareholders conducting the business or representing the company in case of an unlimited company or unlimited company with limited liability shareholders; directors of the company in case of a limited company or a company limited by shares.
    The managerial officer, liquidator or temporary manager of a company, the promoter, supervisor, inspector, reorganizer or reorganization supervisor of a company limited by shares acting within the scope of their duties, are also responsible persons of a company.
    A non-director of a company who de facto conducts business of a director or de facto controls over the management of the personnel, financial or business operation of the company and de facto instructs a director to conduct business shall be liable for the civil, criminal and administrative liabilities as a director in this Act, provided, however, that such liabilities shall not apply to an instruction of the government to the director appointed by the government for the purposes of economic development, promotion of social stability, or other circumstances which can promote public interests.
Article 9     Where the share prices (or the capital stock) receivable by a company have not been actually paid up by its shareholders, but are declared as having paid up in its incorporation application, or where the share prices have been paid up by its shareholders but are subsequently refunded to its shareholders or withdrawn by such shareholders with the permission of the company after having completed the procedures for company incorporation, the responsible persons shall each be punished with imprisonment for a term of not more than five years, detention, or in lieu thereof or in addition thereto a fine in an amount of not less than NT$ 500,000 but not more than NT$ 2,500,0000.
    Under any of the circumstances set forth in the preceding Paragraph, the responsible persons shall be liable, jointly and severally with such shareholders, for the damages to be sustained by the company or the third party or parties there-from.
    Upon conviction of the punishment set out in Paragraph I hereinabove, the central competent authority shall cancel or nullify the original registration of that company, provided, however, that the provision set out in this Paragraph shall not apply in case the unlawful act has been rectified by the company before the judgment becomes final.
    After the responsible persons, agents, employees or other personnel have been convicted the crime of Offenses of Forging Instruments or Seals in the Chapter of the Criminal Code in filing an application for registration of its company incorporation or other company alterations, the central competent authority shall, ex officio or upon an application filed by an interested party, cancel or nullify such registration of the said company.
Article 28     Any and all public announcements to be made by a company shall be published in a newspaper or electronic newspaper.
    Under the circumstance of the preceding paragraph, the central competent authority may establish or designate a website for public announcements.
    For the preceding two paragraphs, a public company shall comply with the provisions otherwise prescribed by the competent authority in charge of securities affairs.
Article 28-1     Where service of any official document which should be served to a company may be executed by way of electronic transmission.
    Where service of any official document which should be served to a company can not be executed for any reason, such official document may be served on the responsible person of the said company. If the service still can not be executed, a public notice of such official document may be made instead.
    Regulations governing the service by way of electronic transmission shall be prescribed by the central competent authority.
Article 29     A company may have one or more managerial personnel in accordance with its Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the following provisions provided, however, that if there are higher standards specified in the Articles of Incorporation, such higher standards shall prevail:
  1. In the case of an unlimited company or an unlimited company with limited liability shareholders, it shall be decided by a majority of all shareholders with unlimited liability;
  2. In the case of a limited company, it shall be decided by a majority of voting shares of all shareholders;
  3. In the case of a company limited by shares, it shall be decided by a resolution to be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company.
    Under the circumstance of Article 156-4, the competent authority of special approval shall require the company participating in the governmental special bailout program to provide with a self-help plan and may restrict the remuneration of the managerial personnel of such company or impose other necessary restrictions or disposal on such company in accordance with the regulations to be prescribed by the central competent authority.
Article 30     A person who is under any of the following circumstances shall not act as a managerial personnel of a company. If he has been appointed as such, he shall certainly be discharged:
  1. Having committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or five years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  2. Having committed the offence in terms of fraud, breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one year, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  3. Having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;
  4. Having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;
  5. Having been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet; or
  6. Having no or only limited disposing capacity.
  7. Having been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.
Article 31     The scope of duties and power of managerial personnel of a company may, in addition to what are specified in the Articles of Incorporation, also be defined in the employment contract.
    A managerial personnel shall be empowered to manage the operation of the company and to sign relevant business documents for the company, subject to the scope of his/her duties and power as specified in the Articles of Incorporation or his/her employment contract.
Article 32     A managerial personnel of a company shall not concurrently act as a managerial personnel of another company, nor shall he/she operate, for the benefit of his/her own or others, any business which is the same as that of the company employs him/her, unless otherwise concurred in by the company pursuant to the provisions of Paragraph One, Article 29 hereof.
Article 33     A managerial personnel shall not make any change or alteration in any decision made by the directors or the executive shareholder(s), or any resolution adopted by the shareholders' meeting or the board of directors, or go beyond the scope of his/her duties and power when exercising his/her functional duties.
Article 34     A managerial officer who violates any provision of laws or ordinances, or of Articles of Incorporation, or of the preceding article, thereby causing loss or damage to the company, shall be liable to compensate the company.
Article 35     (deleted)
Article 36     Any restriction imposed by a company on the duty and power of managerial officers is not valid as defence against a bona fide third person.
Article 37     (Deleted)
Article 38     (Deleted)
Article 39     (Deleted)
Article 40     An unlimited company shall have two or more shareholders, and at least one half of them shall each have a domicile within the territory of the Republic of China.
    The shareholders of a company shall, by unanimous agreement, draw up the articles of incorporation for the company and shall affix their respective signatures or personal seals thereon. The Articles of Incorporation shall be kept by the company, and one duplicate thereof shall be held by each shareholder respectively.
Article 41     The Articles of Incorporation of an unlimited company shall contain the following particulars:
  1. The name of the company;
  2. The scope of business to be conducted;
  3. The name, domicile or residence of each shareholder;
  4. The total amount of capital stock and the equity capital contributed by each shareholder;
  5. The form, quantity, value or appraisal standards of the value of the property other than cash contributed as equity capital by shareholders, if any;
  6. The ratio or standards for profit distribution and loss apportionment among shareholders;
  7. The location of the head office and the branch office(s), if any;
  8. The name of the shareholder designated to represent the company, if any;
  9. The name of the shareholder(s) who is (are) designated to conduct the business operations of the company, if any;
  10. The cause of dissolution of the company, if defined; and
  11. The date of execution of the Articles of Incorporation.
    In case the Articles of Incorporation is not made available at the head office of a company, the shareholder who is designated to represent the company shall be imposed with a fine in an amount not less than NT$ 10,000 but not more than NT$ 50,000. For consecutive refusals to prepare and made available of the Articles of Incorporation, a fine in an amount not less than NT$ 20,000 but not more than NT$ 100,000 shall be imposed each time of such consecutive violation.
Article 42     The internal relations of a company, unless otherwise provided by law, may be prescribed in the Articles of Incorporation.
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.
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.
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.
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.
Article 47     Any modification or alteration in the Articles of Incorporation of a company shall be agreed upon by all of the shareholders.
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.
Article 49     A shareholder who conducts business shall not claim remuneration from the company unless there is special agreement to that effect.
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.
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.
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.
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.
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.
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.
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.
Article 57     A shareholder who represent the company shall have power to conduct all affairs pertaining to the business of the company.
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.
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.
Article 60     When the assets of the company are not sufficient to meet its liabilities, the shareholders shall be jointly liable.
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.
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.
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.
Article 64     A debtor of a company cannot set off his debt to the company against his claim vis-a-vis a shareholder.
Article 65     In case the continuance of existence of a company is not specified in its Articles of Incorporation, and except that the rules for withdrawal of share capital are otherwise established, any shareholder of the company may withdraw his/her share capital upon close of each fiscal year, provided that a six-month prior notice of such intent in writing shall be given to the company.
    A shareholder may, upon occurrence of a significant cause not attributable to him/her, withdraw his/her share capital at any time, regardless whether or not the continuance of existence of the company has been specified in its Articles of Incorporation.
Article 66     In addition to the cases mentioned in the preceding article, every shareholder shall cease to be one under any of the following circumstances:
  1. The occurrence of a condition for withdrawal of shares stipulated in the Articles of Incorporation;
  2. Death;
  3. Bankruptcy;
  4. Adjudication of the commencement of guardianship or assistantship;
  5. Expulsion; and
  6. Compulsory execution of the shareholder's contribution to the capital by the court.
    Where a shareholder shall cease to be one under item 6 of the preceding Paragraph, the execution court shall notify the company and other shareholders two months in advance of the compulsory execution.
Article 67     A shareholder may, by unanimous agreement of all other shareholders, be expelled under any of the following circumstances:
  1. Inability to contribute the capital which should have been contributed or failure to do so despite repeated demand;
  2. Violation of the provisions of Article 54 Paragraph 1;
  3. Improper conduct detrimental to the interest of the company; and
  4. Failure to attend to important duties of the company; however, such expulsion shall not be valid in respect of such a shareholder until after due notice has been given.
Article 68     If the name of a company contains the surname or a full name of a shareholder, such shareholder may, upon withdrawal of his shares, request the company to discontinue the use of his name.
Article 69     The settlement of account of a retiring shareholder shall be based on the financial condition of the company at the time of his withdrawal.
    The contribution of the retiring shareholder shall, whatever the nature of his contribution, be repaid in cash.
    If, at the time of withdrawal, certain affairs of the company have not yet been concluded, then allocation of a retiring shareholder's share of profit and loss shall only be made after the due conclusion of such affairs.
Article 70     For withdrawal of share capital, a shareholder of a company shall file an application for share capital withdrawal with the competent authority for registration thereof, and shall, within two years after such withdrawal registration, stay liable, jointly and severally and without limitation, for the liabilities incurred by the company.
    The provisions set out in the preceding Paragraph shall apply mutatis mutandis, to the shareholder of a company transferring his/her capital contribution.
Article 71     A company shall be dissolved under any of the following circumstances:
  1. The occurrence of the conditions for dissolution stipulated in the Articles of Incorporation;
  2. The accomplishment or impossibility of accomplishment of the purpose for which the company has been formed;
  3. Approval by two thirds or more of all shareholders;
  4. The reduction of the number of shareholders to a number below the minimum required by this Act;
  5. Consolidation or merger with another company;
  6. Bankruptcy; or
  7. Order or judgment for dissolution.
    In such cases as specified in items 1 and 2 of the aforesaid paragraph, if all or a part of the shareholders agree to continue the business, they may so continue, and those disagreed are deemed to be retired.
    In the case specified in Item 4 of Paragraph 1, new shareholders may join the company to continue the business.
    In case of continuation of the business under the circumstances specified in the two preceding paragraphs, the Articles of Incorporation shall be modified.
Article 72     A company may, with the unanimous agreement of all shareholders, consolidate or merge with another company.
Article 73     A company shall, upon adoption of a resolution to enter into the process of company merger or consolidation, prepare a balance sheet and an inventory of property.
    A company shall, after having resolved to enter into the process of company merger or consolidation, give a notice to each creditor of the company as well as a public notice of such resolution, and shall fix a time limit of not less than thirty (30) days within which the creditors may raise their objections, if any, to such resolution.
Article 74     A company which fails to give the individual notice or the public notice or to settle its liabilities with or to provide an appropriate security for the claims of the creditors who have made objections within the time limit fixed under the preceding Paragraph shall not set up the company merger or consolidation resolution as a defence against such creditors.
Article 75     Rights and obligations of a company ceasing to exist after consolidation or merger shall be assumed by the surviving or new company.
Article 76     A company may, with unanimous agreement of all shareholders, change a part of its shareholders to shareholders with limited liability or admit shareholders of limited liability and reincorporate it into an unlimited company with limited liability shareholders.
    The provisions of the aforesaid paragraph shall mutatis mutandis apply to a company continuing business in accordance with the provisions of Article 71, Paragraph 3.
Article 76-1     A company may reincorporate into a limited company or a company limited by shares with the approval by two thirds or more of all shareholders to modify its Articles of Incorporation.
    Under the circumstance of the preceding paragraph, the dissenting shareholders may withdraw his/her share capital by giving a written notice to the company.
Article 77     The provisions of Article 73 to 75 shall mutatis mutandis apply to the reincorporation of a company under the preceding two articles.
Article 78     The shareholders who become shareholders of limited liability under Article 76, Paragraph 1 or Article 76-1, Paragraph 1, shall still bear joint and unlimited responsibility for the obligations which the company acquired prior to its reincorporation, for a period of two years following registration of such reincorporation.
Article 79     Unless otherwise provided in this Act or in the Articles of Incorporation or unless liquidators are otherwise appointed by a resolution adopted by the shareholders, liquidation of a company shall be undertaken by all of its shareholders.
Article 80     In the event of death of a member of the shareholders during a time of liquidation undertaken by all of them, participation of the deceased in the liquidation shall be undertaken by his successor. If there are several successors one of them shall be nominated from among themselves.
Article 81     In case a liquidator or liquidators cannot be determined in accordance with the provisions of Article 79, the court may, upon application by a concerned party, appoint a liquidator or liquidators.
Article 82     The court may, if it deems it necessary, upon the application of a concerned party, remove the liquidator; however, a liquidator chosen by shareholders may also be removed by a majority vote of the shareholders.
Article 83     A liquidator shall, within fifteen days after having assumed office, file a report to the court, setting forth his name, domicile or residence, and the date on which he assumed office.
    The removal of a liquidator shall be reported to the court by the shareholders within fifteen days.
    When a liquidator is appointed by the court, public announcement shall be made, and the same procedure shall be followed when a liquidator is removed.
    A person who fails to comply with the time-limit for filing a report as provided for in Paragraph 1 or Paragraph 2 shall be subject to a fine of not less than NT$3,000, but no more than NT$15,000.
Article 84     The duties of a liquidator are as follows:
  1. To wind up all pending business;
  2. To collect all outstanding debts and to pay off all claims;
  3. To allocate surplus or loss; and
  4. To allocate the residual assets.
    The liquidator in performing the aforesaid duties shall have the power to act on behalf of the company in all litigation matters; however, the transfer of the business including assets and liabilities to others shall be effected only if all shareholders so concur.
Article 85     In case of more than one liquidator, one or more may be selected to represent the company. If no one is so selected, each shall have the power to represent the company toward a third person. The execution of liquidated affairs shall be decided by a majority of liquidators.
    Liquidators selected to represent the company shall, by mutatis mutandis application of the provision of Article 83, paragraph 1, file a report to the court.
Article 86     Any restriction imposed upon the power of representation of a liquidator shall not be asserted as a defense against a bona fide third person.
Article 87     The liquidators shall, forthwith upon assuming the office, examine the financial condition of the company and prepare a balance and an inventory of property, and shall deliver the same to all shareholders for their review.
    Any person who impedes, refuses or evades the examination to be conducted under the provisions of the preceding Paragraph shall be imposed with a fine in an amount not less than NT$ 20,000 but not more than NT$ 100,000.
    The liquidators shall complete the examination within a period of six months; and if the examination can not be completed within the foregoing six month, an application, with good cause shown therein, for extension of the deadline date may be filed with the competent court by the liquidators.
    The liquidators who failed to complete the examination within the time limit fixed in the preceding Paragraph shall each be imposed with a fine in an amount not less than NT$ 10,000 but not more than NT$ 50,000.
    The liquidators shall, upon request made by any shareholder at any time or from time to time, provide the current status of progress of the liquidation process.
    The liquidators who failed to comply with the provision set out in the preceding Paragraph shall be imposed with a fine in an amount not less than NT$ 10,000 but not more than NT$ 50,000.
Article 88     The liquidators shall by public announcement, after having assumed office, call the creditors to make statements of claims and send notice to known creditors.
Article 89     Where the aggregate of the assets of a company is insufficient to satisfy its liabilities, the liquidators shall file an application for declaration of bankruptcy.
    The functional duties of liquidators shall terminate upon transfer of the matters transacted by them to the receiver in bankruptcy.
    The liquidators who violated the provision set out in Paragraph One of this Article by failing to apply for declaration of bankruptcy shall each be imposed with a fine in an amount not less than NT$ 20,000 but not more than NT$ 100,000.
Article 90     The liquidators shall not allocate the assets of the company to the shareholders until all liabilities of the company have been discharged.
    The liquidators who allocate assets of the company in violation of the aforesaid provision shall be severally subject to imprisonment for a period not exceeding one year, detention or, singularly or in addition thereto, a fine not exceeding NT$60,000.
Article 91     The distribution of residual assets, unless otherwise provided for in the Articles of Incorporation, shall be based on the ratio of net contribution of such shareholder after allocation of profit or loss.
Article 92     The liquidators shall, within fifteen days after winding up the company, draw up a final statement to be submitted to shareholders for approval. The shareholders shall be deemed to have given approval, if no objection is raised within one month after having received the said statement; however, unlawful conduct on the part of the liquidators shall be excepted.
Article 93     The liquidators shall, within fifteen days after completing of the liquidation and presentation of a report to shareholders for approval, file a report with the court.
    Liquidators who violate the aforesaid time-limit for filing a report, shall be severally subject to a fine of not less than NT$3,000, but not more than NT$15,000.
Article 94     The account books, statements and documents relating to business and liquidation affairs of the company shall be kept for a period of ten years from the date of filing a report to the court after completion of liquidation, and the custodian of the aforesaid materials shall be appointed by a majority of the shareholders.
Article 95     The liquidators shall perform their duties with care of a good administrator. In case of any loss or damage to the company in consequence of their lack of care, they shall be jointly liable to make good such loss or damage to the company; and if due to any intentional act or gross negligence, they shall in addition be jointly liable to make good such loss or damage to any third person.
Article 96     The joint and unlimited liability of the shareholders shall terminate five years after filing articles of dissolution.
Article 97     The relation between liquidators and a company shall, unless otherwise provided in this Act, be determined in accordance with the provision contained in the Civil Code pertaining to mandate.
Article 98     A limited company shall be organized by one or more shareholders.
    The shareholders of a company shall, with an unanimous agreement, draw up the Articles of Incorporation and shall affix their respective signatures or personal seals thereon. The articles of incorporation shall be kept at the head office of the company, and a duplicate thereof shall be held by each shareholder of the company.
Article 99     The liability of shareholders to the company shall, unless otherwise provided for in Paragraph Two, be limited to the extent of the capital contributed by each of them.
    If a shareholder abuses the company’s status as a legal entity and thus causes the company to bear specific debts and to be apparently difficult for the company to pay such debts, and if such abuse is of a severe nature, the shareholder shall, if necessary, be liable for the debts.
Article 99-1     Equity capital to be contributed other than cash by shareholders may be in the form of monetary credit extended to the company, or the property or technical know-how required by the business of the company.
Article 272     When a company publicly issues new shares, the payment on such shares shall be in cash; where such shares are not issued to the public; however, but rather subscribed to by shareholders or by particular persons by agreement, any property necessary to the business of the company may be in lieu thereof
Article 273     When a company publicly issues new shares, the board of directors shall prepare forms of subscription, setting forth therein the following particulars, to be filled by each subscriber with the number of shares subscribed, the kind and value thereof, and his domicile or residence, and to be signed and sealed by the subscriber:
  1. Particulars specified in Article 129 and Paragraph One of Article 130;
  2. The total number of shares originally authorized or the number of shares already issued out of the total number of authorized shares after increase of capital and the value thereof;
  3. Particulars specified in Article 268, Paragraph 1, Items 3 to 11; and
  4. The time of payment for shares subscribed.
    When a company publicly issues new shares, the company shall insert in the aforesaid forms of subscription the serial number of the document of approval and the date of approval by the competent authority in charge of securities affairs and shall, within thirty days after receipt of the notice of approval from such authority, publicly announce the particulars specified in the preceding paragraph together with the serial number of the document of approval and the date of approval and issuance of such shares. The business report, inventory, meeting minutes and the matters agreed upon with underwriter or distributing agency need not be publicly announced.
    After the expiration of the time-limit set forth in the preceding paragraph, if a company still desires to invite public subscriptions, a new application shall be filed.
    If the director designated to represent the company fails to prepare the forms of subscription in accordance with the provisions of Paragraph I under this Article, such director shall be subject to a fine of not less than NT$ 10,000 but not more than NT$ 50,000 to be imposed by the competent authority in charge of securities affairs.
Article 274     Where a company issues new shares other than to the public, under the proviso to Article 272, it shall still be required to make the forms of subscription available as required by Paragraph I of the preceding Article. If property other than cash is paid by subscribers, additional particulars such as the name/title of the subscriber, the type, the quantity and the value of or the standards for evaluation of the value of the property furnished by the subscriber, and the number of shares allotted to the subscriber by the company shall also be stated in the form of subscription.
    After accepting property other than cash payment, the Board of Directors shall pass it on to the supervisor for inspection and comment, and shall report to the authority for approval.
Article 275     (Deleted)
Article 276     Upon expiration of the time limit set forth for payment on new shares, if there are still some not subscribed or some subscribed but withdrawn or not yet paid for, the shareholders who subscribed the new shares and paid for them may set a time limit of over one month to press the company for full subscription and full payment on shares, failing which the shareholders may withdraw their subscriptions and the company shall refund the money paid on shares together with legal interest.
    Directors whose acts are responsible for loss or damage to the company under the aforesaid circumstance shall be jointly liable for compensation.
Article 277     A company shall not modify or alter its Articles of Incorporation without a resolution adopted at a meeting of shareholders.
    The aforesaid resolution at the meeting of shareholders shall be adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.
    For a company that has had its share certificates publicly issued, if the total number of shares represented by shareholders present at a shareholders' meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by two-thirds of the votes of the shareholders present at a shareholders' meeting who represent a majority of the total number of issued shares.
    Where stricter criteria for the total number of shares represented by shareholders present at a shareholders' meeting and the number of votes required to pass a resolution as referred to in the preceding two paragraphs are specified in the Articles of Incorporation, such stricter criteria shall govern.
Article 278     (Deleted)
Article 279     In case of replacement of old share certificates by new ones as a result of a reduction in capital, the company shall, after the registration of such reduction in capital, serve a notice upon each shareholder and require all shareholders to exchange their share certificates for new ones within a period of not less than six months, and shall make it known to all shareholders that any person who fails to effect such exchange within the time limit may forfeit all rights he shall otherwise enjoy as a shareholder.
    Any shareholder who fails to make the exchange within the aforesaid time-limit shall forfeit all rights and privileges he shall otherwise enjoy as a shareholder, and the company may dispose of his shares by auction and pay the proceeds realized there-from to such shareholder.
    Responsible persons of the company who violate the provision of Paragraph One pertaining to the time limit for notice shall be severally subject to a fine of not less than NT$3,000 but not more than NT$15,000.
Article 280     In the event of a consolidation of shares as a result of reduction in capital, the provisions of Paragraph 2 of the preceding article shall apply mutatis mutandis to the disposition of shares which cannot be consolidated.
Article 281     The provisions of Article 73 and Article 74 shall apply mutatis mutandis to reduction of capital.
Article 282     Where a company which publicly issues shares or corporate bonds suspends its business due to financial difficulty or there is an apprehension of suspension of business thereof, but there is a possibility for the company to be constructed or rehabilitated, the company or any of the following interested parties may apply to the court for reorganization:
  1. Shareholders who have been continuously holding shares representing ten per cent or more of the total number of issued shares for a period of six months or longer;
  2. Creditors of the company who have claims equivalent to ten per cent or more of the capital from the total number of issued shares;
  3. Labor unions; or
  4. Two-third or more of the Employees of a company.
    For filing the reorganization application by a company under the preceding Paragraph, the Board of Directors of the company shall adopt a resolution by a majority vote of the directors present at a meeting of the Board of Directors attended by over two-thirds of all directors.
    The labor unions referred to in Item Three, Paragraph One denote the following labor unions:
  1. Corporate union;
  2. The industrial union whose members are joined by more than one half of employees employed by the company.
  3. The professional union whose members are joined by more than one half of employees with the same professional skills employed by the company.
    The employees referred to in Item Four, Paragraph One shall be calculated based on the employee number of the roster of labor insurance of the company at the date of applying for reorganization.
Article 283     The application for reorganization of a company shall be filed to the court in writing in five copies by the applicant(s) and shall state therein the following particulars:
  1. The name and domicile or residence of the applicant and a statement on the status of the petitioner as such; in case the applicant is a juristic person, or an organization or agency, the title, the business place of office of the applicant;
  2. The name or title and the location of the statutory representative or the agent, if any, and the relationship between the statutory representative and the applicant;
  3. The name, location, office, business place, and the name, domicile or residence of the responsible person representing the company;
  4. The cause and the fact of the application;
  5. The business undertaken by the company and the condition of such business;
  6. The reports, financial statements, records and books prepared by the company for the most recent year in accordance with the provisions set out in Article 282 hereof. If the application date falls beyond the sixth month after commencement of a year, a separate semi-annual balance sheet for the first half of the current year shall also be submitted; and
  7. Opinions on the reorganization of the company.
    The matters as required in Items 5 through7 of the preceding Paragraph may be supplemented by attachments.
    In case the application is filed by the company, a substantial reorganization proposal shall be submitted. In case the application is filed by shareholders, creditors, labor unions or employees employed by the company, the documents identifying the qualification of the applicants shall be filed along with the application, but particulars as required in Items 5 and 6 of Paragraph I under this Article need not be stated.
Article 283-1     Under any of the following circumstances, an application for reorganization shall be dismissed by the court:
  1. Where the application is not filed in accordance with the proper procedure provided, however, that if the improper filing procedure can be rectified, the applicant shall be ordered to take corrective action;
  2. Where the company has not made public issuance of shares or corporate bonds;
  3. Where the company has been adjudicated bankrupt by a final ruling;
  4. Where the settlement resolution made by the company in accordance with the Bankruptcy Law has become final;
  5. Where the company has been dissolved; or
  6. Where the company has been ordered to wind up and to liquidate within a given time limit.
Article 284     Subject to the dismissal of the application as provided for in the preceding Article, the court shall, when it receives an application for reorganization, forthwith send copies of such application to the competent authority, the central authority in charge of end-enterprise concerned, and the authority in charge of securities affairs, and shall solicit their substantial opinions as to whether the reorganization shall be effected or not.
    The court may also solicit the opinions on the proposed reorganization from the taxation authority and other relevant authorities at the locality of the company.
    The authorities whose opinions are solicited by the court in accordance with the provisions of the preceding two Paragraph shall give their opinions within 30 days.
    In case the applicants are shareholders or creditors of a company, the court shall send a notice with a copy of the application to the company.
Article 285     In addition to the requests for opinions as provided in the preceding article, the court may also select and appoint a person with specialized knowledge or experience in the operation of the business of the company but without any interest therein as the inspector who shall, within thirty days after appointment, complete the following examinations and submit a report accordingly:
  1. The actual business, financial condition, and evaluation of the assets of the company;
  2. To examine in the light of the analysis of the business and financial conditions, the assets and production equipment of the company to see whether the reconstruction or rehabilitation of the company is possible or not;
  3. To examine the merits and demerits of the previous business operation of the company and the records of management of the operation by the responsible person of the company to see whether there was any neglect or improper practices;
  4. To examine whether there is any fraudulent or false statement in the application;
  5. To examine the feasibility of the reorganization proposal, if the applicant is the company; and
  6. To examine other relevant reorganization proposals.
    The inspector may inspect all books, records of accounts, documents and property relating to the business or finance of the company. The directors, supervisors, managerial personnel, or other staff personnel shall have the obligation to answer the enquiries made by the inspector regarding the operation and financial activities.
    Directors, supervisors, managerial officers and other employees of the company who refuse the aforesaid examination or refuse to answer the aforesaid questions without reason or make false statements shall be severally subject to a fine not less than NT$ 20,000 but not more than NT$ 100,000.
Article 285-1     Based on the report made by the inspector and by making reference to the opinions provided by the central authority in charge of the end enterprise concerned, the authority in charge of securities affairs, the central authority in charge of financial affairs, and other relevant authorities and organizations, the court shall, within 120 days after its receipt of a reorganization application filed by a company, render a ruling to approve or to dismiss the said re-organization application and shall notify all authorities concerned of such ruling accordingly.
    The 120-day reviewing period fixed in the preceding Paragraph may be extended by a ruling to be made by the court for an additional 30 days provided that no more than two extensions may be made.
    Under either of the following circumstances, the court may dismiss a company re-organization application:
  1. Where any statement or information contained in the written application documents is found false or untrue; or
  2. Where reconstruction and/or rehabilitation as proposed by the applicant is deemed unfeasible after considering the business and financial conditions of the company.
    When dismissing a company reorganization application by a ruling to be rendered in accordance with the provisions set out in the preceding Paragraph, the court may, ex officio, make a bankruptcy pronouncement, if the conditions for bankruptcy are met.
Article 286     Prior to a ruling for reorganizers of a company, the court may order responsible persons of the company to prepare and submit lists of creditors and shareholders of the company within seven days according to the nature of their rights respectively, stating therein also their domiciles or residences and the total amount of credits or the total amount of money in shares.
Article 287     Prior to rendition of a ruling for reorganization of a company, the court may, at the request of the company or an interested party or ex officio, render a ruling for the following disposal:
  1. Disposal for preservation of the company's property;
  2. Restriction on the business of the company;
  3. Restriction on performance of obligation of the company and exercise of claim against the company;
  4. Suspension of proceedings for bankruptcy, com- position, or compulsory execution and others;
  5. Prohibition of transfer of registered share certificates; and
  6. Assessment of the liabilities of responsible persons of the company to compensate the company for loss or damage and preservation of their property.
    The term of validity of the ruling to be made under the preceding Paragraph shall not exceed 90 days, unless otherwise fixed by the court; and may be extended when necessary by the court at the request of the company or an interest party provided that the duration of each extension shall not exceed 90 days.
    In case the ruling for dismissing a company reorganization application becomes final prior to the expiry of the term of validity referred to in the preceding Paragraph, then the ruling rendered under Paragraph I under this Article shall become null and void.
    In rendering a ruling under the provisions of Paragraph I of this Article, the court shall inform, by a notice, the authority in charge of securities affairs and the central authority in charge of the relevant end enterprise.
Article 288     (Deleted)
Article 289     At the time of ruling for reorganizers, the court shall select and appoint a person with specialized knowledge and experience in the operation of the business of such company or a banking institution as reorganization supervisor and decide on the following matters:
  1. The period and place for declaring rights of creditors and shareholders, and the period shall not be less than ten days nor more than thirty days from the date of ruling;
  2. The date and place to examine rights of creditors and shareholders thus declared, and the date shall be within ten days of the date of expiration of the aforesaid period for declaration; and
  3. The date and place of the first meeting of parties concerned, and the date shall be within 30 days of the date after expiration of the period for declaration mentioned in Item 1.
    The aforesaid reorganization supervisor shall act under the supervision of the court and may be discharged by the court at any time.
    In case there is a plural number of reorganization supervisors, supervision on the execution of all matters relating to reorganization shall be effected by a majority vote of them.
Article 290     The reorganizers of the company shall be selected and appointed by the court from among the relevant experts recommended by creditors, shareholders, directors, the central authority in charge of the relevant end enterprise, and/or the authority in charge of securities affairs.
    The provisions set out in Article 30 hereof shall apply mutatis mutandis to reorganizers.
    In the meeting of interested parties, if the result of the voting conducted in groups under Article 302 shows that two or more groups prefer a change of reorganizers, a list of candidates may be submitted to the court along with an application for such change.
    In case there is a plural number of reorganizers, execution of all matters relating to reorganization shall be effected by a majority vote of them.
    In the execution of duties, the reorganizers shall act under the supervision of the reorganization supervisors. In case a reorganizer Acts in violation of the laws or improperly, the reorganization supervisors may apply to the count for discharging his/her office and selecting a new one
    In the execution of duties, the reorganizers shall secure the prior consent of the reorganization supervisor:
  1. Disposal of property of the company outside the scope of its business;
  2. Change of the business of the company or in the ways of operation;
  3. Contract of loans;
  4. Conclusion or rescission of important or long term contracts, the scope of which shall be determined by the reorganization supervisor;
  5. Proceeding in litigation or arbitration;
  6. Waiver or assignment of rights of the company;
  7. Dealing in cases where others exercise rights of retrieval, rescission or set-off;
  8. Appointment and removal of important officers of the company; and
  9. Other acts restricted by the court.
Article 291     After rendering a ruling of company reorganization, the court shall publish the following particulars by means of a public notice:
  1. The text and the date of the ruling of company reorganization;
  2. The name or title and the domicile or address of the reorganization supervisor and the reorganizers;
  3. The period, date and place as fixed in accordance with the provisions of Paragraph I, Article 289 hereof; and
  4. The legal consequences which may result from the negligence of the creditors of the company to declare their claims and rights.
    The court shall still be obligated to serve notice in writing of the ruling and the particulars contained therein to the reorganization supervisor, the reorganizers, the company and the known creditors and the shareholders.
    At the time the court sends the aforesaid notice of ruling to the company, the court shall send a court clerk to write down in the accounting books the account-closing decision, to affix thereon his signature or seal, and to write down a brief statement describing the condition of such accounting books.
Article 292     The court shall, after rendering ruling for reorganization, notify the competent authority with a copy of such ruling for registration of the institution of reorganization; the company shall post the copy of the aforesaid ruling on the notice board of the its registered office.
Article 293     After delivery of the ruling for reorganization of the company, the operation of the business of the company and the power of controlling and disposing of the property thereof shall be transferred to reorganizers, and the reorganization supervisor shall supervise such transfer, which shall then be reported to the court. Upon such transfer, the shareholders' meeting, directors and supervisors shall cease to perform their duties and to exercise their powers.
    At the time of the aforesaid transfer, the directors and managerial officers of the company shall hand over to the reorganizers all statements and records of accounts and documents relating to the business and finance of the company and all property thereof.
    The directors, supervisors, managerial personnel, or other staff personnel shall have the obligation to answer the enquiries made by the reorganization supervisors or reorganizers regarding the operation and financial activities.
    Directors, supervisors, managerial officers or other members of the staff of the company, for any of the following acts, shall be severally subject to imprisonment for a period not exceeding one year, detention and/or a fine not exceeding NT$60,000:
  1. Refusal to transfer;
  2. Concealment, destruction or damage of statements, records of accounts or documents relating to the business or financial condition of the company;
  3. Concealment, destruction, or removal of property of the company, or the disposal of such property a manner prejudicial to creditors;
  4. Refusal to answer questions mentioned in the aforesaid paragraph without reason; and
  5. Fabrication of debts or acknowledgement of untrue debts.
Article 294     After a ruling for reorganization is rendered, all procedures of bankruptcy, composition, compulsory execution and other litigation involving property shall be suspended in due course.
Article 295     The disposition made by the court in accordance with the provisions of Article 287, Paragraph 1, Items 1, 2, 5 and 6 shall remain in effect regardless of the ruling for reorganization, and in the absence of such disposition, the court may still render such rulings on the application of an interested party or the reorganization supervisor or ex officio after having rendered the ruling for reorganization.
Article 296     All rights of creditors of the company established prior to the ruling for reorganization shall be rights of creditors in reorganization; all rights with preference for repayment according to law shall be preferred rights of creditors in reorganization; all rights secured by mortgages, pledges or rights of retention shall be secured rights of creditors in reorganization; and all rights without such security shall be rights of creditors without security. All such rights of creditors shall not be exercised unless in a accordance with reorganization procedures.
    The provisions of the Bankruptcy Law relating to the rights of creditors in bankruptcy, with the exception of provisions governing right of discriminative, and preferential rights shall apply mutatis mutandis to the aforesaid rights of creditors.
    Rights of retrieval, rescission or set off shall be exercised against the reorganizers.
Article 297     All creditors in reorganization shall produce documents to sufficiently prove the existence of their rights for declaring their rights to the reorganization supervisor and, if so declared, the prescription is interrupted and, if not declared, no repayment shall be made according to the reorganization procedures.
    In case of failure to declare as provided for in the preceding paragraph for causes not attributable to the persons of whom declaration is required, such persons may make good the declaration within fifteen days after extinction of the cause; however, no declaration shall be accepted after the reorganization plan has been adopted at a meeting of the concerned parties.
    Rights of shareholders of the company shall be based on records in the shareholders’ roster.
Article 298     The reorganization supervisor shall, after the expiration of the period for declaring rights, in accordance with findings in the preliminary examination, prepare lists of preferred creditors in reorganization secured creditors in reorganization, unsecured creditors in reorganization and shareholders respectively, stating therein the nature of their rights, sums of money and number of votes, and shall submit a report to the court, keep all of the above at a suitable place, and publicly announce the date and place of such keeping so that the creditors in reorganization, shareholders and other interested persons may inspect, all to be done three days before the date mentioned in Article 289, Paragraph 1, Item 2.
    The number of votes of creditors in reorganization shall be determined in proportion to the amounts of money involved in their credits. The number of votes of shareholders shall be provided in the Articles of Incorporation.
Article 299     In the court's session of hearing rights of creditors in reorganization and rights of shareholders, the reorganization supervisor, reorganizers, and responsible persons of the company shall be present to answer inquiries, and the creditors in reorganization, shareholders and other interested persons may be present to express their opinions.
    In the event of any objection to the right of creditor or the right of shareholder, the court shall render a ruling on such right.
    Any interested person who substantially contests the right of creditor or the right of shareholder shall institute an action for determination within twenty days after the service of the ruling referred to in the preceding paragraph, and prove to the ruling court that such action has been instituted. After instituting such action and before a judgment thereto becomes irrevocable, the right concerned shall be exercised according to the contents of, and in the amount allowed by the ruling referred to in the preceding paragraph; however, in receiving the repayment in accordance with the plan of reorganization, the amount received shall be deposited with a court.
    A right of creditor or a right of shareholder shall be deemed final and shall have the same effect as an irrevocable judgment against the company and all the shareholders and creditors of the company if prior to the end of hearing in court no objection was raised against such right.
Article 300     All creditors in reorganization and shareholders shall be concerned persons in the reorganization of the company and shall attend meetings of concerned persons. They may appoint a proxy to attend such meetings if they are unable to do so in person for any cause.
    The reorganization supervisor shall be the chairman of all meetings of concerned persons and shall convene all such meetings with the exception of the first meeting.
    The reorganization supervisor, in calling meetings as provided in the preceding paragraph, shall serve notice and public announcement five days prior to the meeting, stating therein the purpose of the meeting. In the event that no conclusion can be reached at one meeting, and announcement to adjourn or postpone the meeting is made on the spot by the reorganization supervisor, then no service of notice or public announcement is required.
    At the meeting of concerned persons, the reorganizers and responsible persons of the company shall be present to answer inquiries.
    Responsible persons of the company who refuse to answer inquiries as aforesaid without reason or make false statement in their replies shall be severally subject to imprisonment for a period not exceeding one year, detention and/or a fine not exceeding NT$60,000.
Article 301     The functions of the meeting of concerned persons are as follows:
  1. To hear reports on business and financial conditions of the company and opinions on reorganizers of the company;
  2. To deliberate and vote on the reorganization plan; and
  3. To resolve other matters relating to reorganization.
Article 302     At the meeting of concerned persons, the voting right shall be exercised in groups of claimants as provided in Article 298, Paragraph 1, and resolutions shall be adopted by a majority vote of over one-half of the aggregate votes of different groups.
    In the event that there is no net value of capital of the company, the shareholders group shall not exercise voting right.
Article 303     The reorganizers shall draw up a plan of reorganization and submit same together with reports and statements of business and finance of he company to the first meeting of concerned persons for examination.
    In the event of a change of reorganizers as provided in Article 290, the reorganization plan shall be submitted by newly appointed reorganizers within one month.
Article 304     The following particulars, if any, in the reorganization of a company, shall be stated clearly in the reorganization plan:
  1. Changes in rights of any or all creditors in reorganization or shareholders;
  2. Changes in part or all of the business;
  3. Disposal of property;
  4. Ways and means of paying debts and the financial source thereof;
  5. Standards and methods of valuation of assets of the company;
  6. Alteration of the Articles of Incorporation of the company;
  7. Readjustment or reduction of employees;
  8. Issue of new shares or corporate bonds; and
  9. Other necessary matters.
    Subject to the deadline date for discharge of all liabilities otherwise fixed, the duration for execution of the company reorganization plan shall not exceed one year as calculated from the date on which the court ruling of approval of the reorganization plan becomes final. In case the reorganization plan can not be completed as scheduled with good cause shown, an application for extension may be filed, with prior consent of the reorganization supervisors, with the court for a court ruling of extension provided, however, that if the reorganization plan is still not completed upon expiry of the extended period, then the court may, ex officio or at the petition of interested party or parties, render a ruling of termination of the company reorganization plan.
Article 305     In case the reorganization plan is adopted at the meeting of interested parties, the reorganizers shall apply to the court for a ruling of approval and thereupon execute it, and shall also report such court ruling of approval to the competent authority for its record.
    The company reorganization plan approved by the court shall bind on the company and the interested parties, and if the obligation to perform as specified in such plan can be set up as the object of compulsory execution, the reorganization plan may be subject to compulsory execution accordingly.
Article 306     In case the plan of reorganization is not adopted by the groups with voting right at the meeting of persons concerned, the reorganization supervisor shall forthwith report to the court and the court may direct modification or alteration on fair and reasonable principle and order the meeting of persons concerned to reconsider the plan within one month.
    In case the aforesaid plan of reorganization remains not adopted upon reconsideration at the meeting of persons concerned, the court shall render a ruling to terminate the reorganization; however, if the company is really worthy of reorganization the court may, as against the dissenting group, amend the plan of reorganization in any one of the following ways and render a ruling to approve it:
  1. That the property held as security by secured creditors in reorganization together with the right of claim is to be transferred to the company after reorganization, and such right is to remain in existence without any change;
  2. That the property held as security by secured creditors in reorganization, the property that can be appropriated to meet repayments to unsecured creditors in reorganization and the residual property that can be distributed to shareholders may, on the basis of its price if fair deals and in proportion to the sharing parts to which such creditors and shareholders are entitled, be disposed of for repayment, distributed to those entitled to receive it, or deposited with a court; or
  3. Other fair and reasonable ways beneficial to maintaining the business of the company and protecting the right creditors.
    In case the plan of reorganization mentioned in the first paragraph of the preceding article or in the preceding paragraph cannot or need not be executed on account of change in circumstances or for a good cause, the court may, on application of the reorganization supervisor, reorganizers, or persons concerned, render a ruling to order the meeting of persons concerned to reconsider. In case there is obviously no possibility of or necessity for reorganization, the court may render a ruling for termination of reorganization.
    The aforesaid plan of reorganization adopted on reconsideration shall be submitted in an application to the court for a ruling of approval.
    In case the reorganization plan is not resolved by the meeting of the interested parties within one year after the ruling served to the company, the court may, ex officio or at the petition of interested party of parties, render a ruling of termination of the reorganization; the same procedure shall be followed if the reorganization plan is not resolved within one year after the ruling of reconsideration served to the company by the court according to the third paragraph.
Article 307     In taking the measures as set forth in the two preceding Articles, the court shall seek the opinions of the central competent authority, the central authority in charge of the relevant end enterprise, and also the authority in charge of securities affairs.
    Where the court renders a ruling for termination of reorganization, it shall notify the competent authority and provide it with a copy of such ruling; and the competent authority shall, when the said court ruling becomes final, forthwith make a registration of termination of the reorganization plan, and if the conditions for bankruptcy are met, the court may, ex officio, render a ruling to pronounce the company bankrupt.
Article 308     Except when the provisions of the Bankruptcy Law shall govern in the case that a court has ex officio, rendered a judgment to adjudge a company bankrupt, a ruling for termination of reorganizers rendered by a court shall have the following effects:
  1. Any disposition or effect thereof under Article 287, Article 294, Article 295 or Article 296 shall be null and void;
  2. A person who has been barred from exercising his right for neglect in declaring the right shall have such right restored; and
  3. The shareholders' meeting, directors and supervisors whose powers and functions have been suspended on account of reorganization shall have such powers and functions restored forthwith.
Article 309     During the process of reorganization of a company, if any of the following provisions conflict with the fact, the court may, at the request of the reorganizers, render a ruling of other appropriate disposition:
  1. The provisions of Article 277 governing amendment or alteration of the Articles of Incorporation;
  2. The provisions of Article 279 and 281 governing the period of time for serving notice and making public announcement of and restrictions on the reduction of capital;
  3. The provisions of Article 268 to 270 and Article1 276 governing issue of new shares;
  4. The provisions of Article 248 to 250 governing issue of corporate bonds;
  5. The provisions of Article 128, Article 133, Article 148 through 150, and Article 155 governing incorporation of companies; or
  6. The provisions of Article 272 governing the categories of capital contribution.
Article 310     Reorganizers of a company shall complete the reorganization plan within the implementation schedule specified therein; and upon completion of the reorganization plan, shall apply to the court for a court ruling of recognition of the completion of the reorganization, and shall, after such court ruling became final, convene a meeting of shareholders for election of directors and supervisors.
    After assuming their offices as directors and supervisors, the directors and supervisors shall, in conjunction with the reorganizers, file an application with the competent authority for registration or for company alteration registration.
Article 311     Upon completion, the reorganization of a company shall have the following effects:
  1. The rights of claims on the unpaid parts of obligatory rights already declared shall expire except such parts as assigned to and assumed by the company after reorganization according to the plan of reorganization; the same shall apply to obligatory right not declared;
  2. The changed, decreased or cancelled part of the right of shareholders in consequence of the reorganization shall expire; and
  3. Procedure of bankruptcy, composition, compulsory execution and other litigations involving property of the company prior to the ruling for reorganizers shall be ineffective.
    The rights of creditors of a company against securities and other common debtors of the obligations of the company shall not be affected by the reorganization of the company.
Article 312     The following debts incurred during the reorganization of the company shall have preference for repayment over the rights of creditors in reorganization:
  1. Debts incurred for continued operation of the business of the company; and
  2. Expenses incurred in the process of reorganization.
    The aforesaid right of preference for repayment shall not be prejudiced on account of a ruling for termination of reorganization.
Article 313     Inspectors, reorganization supervisors and reorganizers shall perform their duties with the care of good administrators. Their remuneration shall be determined by the court in consideration of the nature of their duties.
    An inspector, reorganization supervisor or reorganizer who violates law or ordinance in the performance of his duties, thereby causing loss or damage to the company, shall compensate the company.
    Inspectors, reorganization supervisors or reorganizers who make a false statement or record of their acts within the scope of duties shall be severally subject to imprisonment for a period not exceeding one year, detention and/or a fine not exceeding NT$60,000.
Article 314     The provisions of the Code of Civil Procedure shall apply mutatis mutandis to jurisdiction, application, notification process service, public announcement, ruling interlocutory appeal, and other proceedings in this section.
Article 315     A company limited by shares shall be dissolved under any of the following circumstances:
  1. Upon occurrence of the cause of dissolution as specified in the Articles of Incorporation;
  2. Upon achievement or non-achievement of the objective of the business undertaken by the company;
  3. Upon adoption of a resolution to dissolve the company at a meeting of shareholders;
  4. Where the number of shareholders of registered share certificates is less than two persons; except that the only one shareholder is a government agency or a juristic person;
  5. Upon consolidation or merger with another company;
  6. Upon split-up of the company;
  7. Upon bankruptcy of the company; and
  8. Upon rendition of a dissolution order or judgment.
    Under the circumstance specified in Item 1 of the preceding paragraph, the company may continue its business operations after amendment or alteration of the Articles of Incorporation is approved by a meeting of shareholders; and under the circumstance set forth in Item 4, the company may continue its business operations by increasing the number of shareholders of registered share certificates.
Article 316     A resolution for dissolution, consolidation or merger, or split-up of a company shall be adopted by a majority vote at a meeting of shareholders attended by shareholders representing two-thirds or more of the total number of the outstanding shares of the company.
    For a company that has its share certificates publicly issued, if the total number of shares represented by shareholders present at a shareholders’ meeting is not sufficient to meet the criteria specified in the preceding paragraph, the resolution may be adopted by two-thirds of the votes of the shareholders present at a shareholders’ meeting attended by shareholders representing a majority of the total number of the outstanding shares of the company.
    Where a higher criteria for the total number of shares represented by the shareholders present at a meeting of shareholders and the total number of votes required to adopt a resolution thereat are specified in the Articles of Incorporation of the company, such higher criteria shall prevail.
    When a company is to be dissolved for any cause other than bankruptcy, the board of directors shall forthwith notify each of the shareholders of the essentials of such dissolution plan.
Article 316-1     In the case of merger/consolidation between two independent companies limited by shares or between a company limited by shares and a limited company, the surviving company or the newly incorporated company under the merger/consolidation project shall be limited to a company organized in the form of a company limited by shares.
    In the case of split-up of a company limited by shares, the surviving company or the newly incorporated company shall be limited to a company organized in the form of a company limited by shares.
Article 316-2     Where 90% or more of the outstanding shares of a subsidiary company is held by its controlling company, the controlling company may merge/consolidate with the said subsidiary company upon a resolution to be adopted separately at a meeting of the board of directors of both the controlling company and the subsidiary company by a majority vote of the directors present at the meeting of board of directors attended by directors representing two-thirds of the directors of the respective companies; and the resolutions of merger/consolidation so adopted shall be exempt from the application of the provisions set out in Paragraphs I through III, Article 216 of this Act governing the resolutions of Shareholders' meeting.
    After adoption of the resolution by the board of directors of the subsidiary company under the preceding Paragraph, a notice shall be given to each of its shareholders and shall state therein that any shareholder who has an objection against that resolution may, within 30 days or a longer period, submit a written objection requesting the subsidiary company to redeem, at a fair price, the shares of the subsidiary company he holds.
    Where the share redemption price is to be decided by an agreement to be reached through negotiation between the subsidiary company and its shareholders under the preceding Paragraph, the subsidiary company shall, within 90 days from the date of adoption of the resolution by the board of directors, effect the payment of the redemption price; whereas, if no agreement on the redemption price is adopted in the foregoing negotiation within 60 days from the date of adoption of the said resolution by the board of directors, the shareholders shall, within 30 days after such 60-day period, apply to the court for its decision on the redemption price by a court ruling.
    The request of a shareholder for redemption of shares by the subsidiary company shall become mull and void, if the merger/consolidation resolution is cancelled by the subsidiary company. This clause shall also apply to the case where the shareholder fails to make the requests within the time limit set out in Paragraphs II and III under this Article.
    The provisions of Article 317 governing redemption shares held by an objecting shareholder shall not apply the controlling company.
    Where the Articles of Incorporation of the controlling company need to be amended after completion of the merger/consolidation project, the provisions of Article 277 hereof shall govern.
Article 317     When a company is split up or to be consolidated or merged with another company, the Board of Directors shall draft a split-up plan or a contract of consolidation or merger in respect of the matters related to such company split-up plan or the consolidation or merger contract and shall submit the same to a meeting of shareholders. Any shareholder who has expressed his dissension, in writing or verbally with a record before or during the meeting, may waive his voting right and request the company to buy back, shares of the split and consolidated or merged company he holds at the prevailing fair price.
    In case the another company referred to in the preceding Paragraph is a newly incorporated company, then the meeting of shareholders of the split company shall be regarded as the promoters meeting of the said another company, and election of the directors and supervisors of such new company may be conducted at that meeting.
    The provisions of Article 187 and Article 188 of this Act shall apply, mutatis mutandis, to the circumstance specified in the preceding Paragraph.
Article 317-1     The contract of consolidation or merger, as mentioned in Paragraph 1 of the preceding article, shall be made in writing setting forth the following particular:
  1. The name of the consolidated or merged company and, after the consolidation or merger, the name of the surviving company or the newly incorporated company;
  2. Total number of shares, kinds of shares and amounts of each kind issued by the surviving company or newly incorporated company as a result of the consolidation or merger;
  3. Where shares are to be issued to shareholders of the dissolved company by the surviving company or newly incorporated company as a result of consolidation or merger, the total number of new shares, kinds of shares and amount of each kind, method of distribution, together with other relevant matters;
  4. The relevant provision applicable if the amount of shares to be issued to shareholders of the dissolved company after consolidation or merger is less than the value of one share and payable in cash;
  5. The Articles of Incorporation of a surviving company must be modified or altered, or that of a newly incorporated company to be executed, in accordance with Article 129.
    The aforesaid contract of consolidation or merger shall be sent to shareholders together with the notice to convene a meeting of shareholders for approval of the resolution to be adopted for consolidation or merger.
Article 317-2     The company split-up plan according to Paragraph I, Article 317 shall be reduced to writing and contain the following particulars:
  1. The changes/alterations need to be made in the Articles of Incorporation of the existing company succeeding the business of the split company, or the full text of the Articles of Incorporation;
  2. The value of the business, the assets and the liabilities of the split company, and the share swap ratio and calculation basis;
  3. The total number, categories, and the number in each category of the new shares to be issued by the existing company succeeding the business of the split company or to be issued by the new company to be incorporated;
  4. The total number, categories, and the number of share in each category of the shares to be acquired by the split company or its shareholders;
  5. Where the fractional share to be distributed to the split company or its shareholder is to be paid in cash, the relevant provisions governing the process thereof;
  6. The rights and obligations of the split company to be succeeded by the existing company or by the new company to be incorporated, and the mattes in connection therewith;
  7. Where the capital stock of the split company is reduced, the matters in connection with such capital reduction;
  8. The matters which shall be settled in the cancellation of the shares of the split company; and
  9. Where the company split-up plan is to be carried out jointly by a company and another company, the resolutions of company split-up to be adopted by both companies shall contain the matters pertaining to such joint splitting arrangement.
    The company split-up plan as required in the preceding Paragraph shall be disseminated to all shareholders along with the notice of meeting of shareholders which is convened for a resolution on the approval of the company split-up plan.
Article 317-3     (Deleted)
Article 318     After consolidation or merger of a company, the Board of Directors of the surviving company or promoters of the new company shall, after having completed the procedure of serving follow-up notice to creditors and, in case there are shares consolidated as a result of the consolidation or merger transaction, after such consolidation becomes effective or, in the case where shares are not suitable for consolidation, after such shares are disposed of, take the following appropriate procedures respectively as the case may be:
  1. The surviving company shall at once convene a meeting of the shareholders after consolidation or merger and report on matters of consolidation or merger and, in case of any necessity to modify or alter the Articles of Incorporation, shall also modify or alter the Articles of Incorporation;
  2. The newly incorporated company shall at once convene a meeting of promoters and draw up the Articles of Incorporation.
    The provisions set out in the Articles of Incorporation drawn up under the preceding Paragraph shall not contravene any of the provisions set out in the contract of consolidation or merger.
Article 319     The provisions of Article 73 to 75 shall apply, mutatis mutandis, to the merger/consolidation or split-up of a company limited by shares.
Article 319-1     The surviving company or the new company to be incorporated and succeeding the business of the split company after the company split-up transaction shall, to the extent not exceeding the capital fund contributed by it in respect of the business succeeded by it, assume the joint and several responsibility of discharging the liabilities incurred by the split company prior to the split-up transaction. However, the creditors' right to claim for the performance of the joint and several responsibility of discharging the foregoing liabilities shall become extinguished, if not exercised by the creditors within two year from the date of reference day of the company split-up transaction.
Article 320     (Deleted)
Article 321     (Deleted)
Article 322     In case of liquidation of a company, the directors shall become its liquidators, unless otherwise provided for in this Act or in the Articles of Incorporation or where other persons are appointed by a meeting of shareholders.
    If no liquidator can be determined pursuant to the aforesaid provisions, the court may appoint a liquidator upon the application of any interested person.
Article 323     A liquidator, with the exception of one appointed by the court, may be removed from office by a resolution adopted at a meeting of shareholders.
    The court may remove the liquidator upon the application of a supervisor or of shareholders who have been continuously holding more than three percent of the total number of issued shares for a period of one year or more.
Article 324     A liquidator, within the scope of his functions in liquidation, shall have the same rights and obligations as the directors, unless otherwise provided for in this section.
Article 325     The remuneration of a liquidator not appointed by the court shall be determined by a meeting of shareholders, and the remuneration of a liquidator appointed by the court shall be decided by the court.
    Liquidation expenses and the remuneration of liquidators shall be immediately paid for from the available assets of the company.
Article 326     The liquidator shall, after having assumed office, examine the financial condition of the company, prepare the financial statements inventory of property, send them to the supervisors for examination, and shall, after such reports, financial statements and inventory of property have been ratified by the meeting of shareholders, submit the same to the court.
    The aforesaid statements and records of accounts shall be sent to the supervisors for examination no later than ten days before the date of the meeting of shareholders.
    Persons who hinder, refuse or evade the examination conducted by the liquidators under the provisions of Paragraph I of this Article shall be severally subject to a fine not less than NT$ 20,000 but not more than NT$ 100,000.
Article 327     The liquidator after having assumed office, by means of public notice shall, at least three times, urge the creditors to declare their rights of claims within a period of three months, stating also that any creditor failing to declare his rights of claims within the period will not be included in the liquidation, unless the creditor is known to the liquidator, to each known creditor the liquidator shall notify respectively.
Article 328     The liquidator shall not effect performance in favor of any of the creditors during the period fixed for declaring their rights of claims as provided in the preceding article, unless the obligation is a secured one and approval has been obtained from the court for repayment.
    To the aforesaid unpaid creditors, the company shall, notwithstanding the provisions of the preceding paragraph1, be liable in damages as may be caused by delay.
    In case the assets of the company are apparently sufficient to pay its debts, the aforesaid creditors who may hold the company liable in damage may be first paid with the approval of the court.
Article 329     Creditors who have been excluded from the liquidation may demand performance out of the undivided residual assets of the company; however, this shall not apply where such residual assets have been distributed in accordance with Article 330 and a part of them or the whole has been taken.
Article 330     After the payment of debts, the residual assets shall be distributed among the shareholders in proportion to the number of their shares; however1, in the event that the company has issued special shares and it is otherwise provided for in the Articles of Incorporation, such provisions shall be followed.
Article 331     The liquidator shall, within fifteen days after completion of liquidation, prepare an income and expenditure statement, and a statement of profit and loss, and shall forward the same together with all statements and records of accounts to the supervisors for examination and subsequently submit them to the meeting of shareholders for its ratification.
    The meeting of shareholders may appoint another inspector to examine whether the aforesaid statements and records of accounts are in order.
    After the statements and records of accounts have been ratified by the meeting of shareholders, they shall be deemed that the company has released the liquidators of their responsibility, except for the responsibility for any unlawful act which has done by the liquidators.
    The income and expenditure statement and the statement of profit and loss referred to in Paragraph 1 shall be filed with the court within fifteen days after the approval thereof at the shareholders' meeting.
    A liquidator who fails to complete the filing within the given time limit as set forth in the proceeding Paragraph shall be liable for a fine of not less than NT$ 10,000 but not more than NT$ 50,000.
    Any person who hinders, refuses or evades the examination referred to in Paragraph II above shall be liable for a fine of not less than NT$ 20,000 but not more than NT$ 100,000.
Article 332     The company shall keep all statements, records of account and documents for a period of ten years from the date of filing a record with the court after the completion of liquidation, and the custodian thereof shall be appointed by the court upon application of the liquidator and other interested persons.
Article 333     If there are assets to be distributed after the completion of liquidation the court may, upon application of interested persons, appoint a liquidator to redistribute such assets.
Article 334     The provisions of Article 83 to 86, Article 87, Paragraph 3 and 4, Article 89 and Article 90 shall apply mutatis mutandis to liquidation of a company limited by shares.
Article 335     Where circumstances exist which apparently impede the execution of liquidation, the court may, upon the application of any creditor or liquidator or shareholder or ex officio, order the company to institute a process of special liquidation. The same shall apply where there is suspicion that the liabilities of the company exceed assets; but in such a case, only the liquidators may file an application.
    Provisions concerning the suspension of procedures of bankruptcy, composition and compulsory execution as specified in Article 294 shall apply mutatis mutandis to the special liquidation.
Article 336     The court may, prior to the order to institute a process of special liquidation upon the application of any of the persons specified in the preceding article or ex officio, first effect any of the dispositions mentioned in Article 339.
Article 337     Whenever any important reason exists, the court may remove a liquidator.
    In case of any vacancy among the liquidators or necessity to increase the number of liquidators, the court shall appoint a liquidator.
Article 338     The court may, at any time, order liquidators to report on the business of liquidation and on the state of the property, and may also make any investigation necessary for the supervision of the liquidation.
Article 339     Whenever the court deems necessary for the supervision of the liquidation, it may effect any of the dispositions mentioned in Article 354, Paragraph 1, Item 1, 2 or 6.
Article 340     The company shall discharge its obligations in proportion to the amount of creditors; however, this shall not apply to credits with preferential right of performance or right of exclusion in accordance with law.
Article 341     Whenever it is deemed necessary, the liquidators may, during the process of liquidation, convene a meeting of creditors.
    Creditors having rights of claim representing not less than ten percent of the total amount of credits known to the company may request the liquidators to convene a meeting of creditors by filing a written application, stating therein the reasons for convening such a meeting.
    The provisions of Article 173, Paragraph 2 shall apply mutatis mutandis to the circumstance specified in the aforesaid paragraph.
    The rights of claim of creditors mentioned in the proviso to the preceding article shall not be included in the total amount of credits mentioned in Paragraph 2 hereof.
Article 342     The convener of the meeting of creditors may invite creditors with rights of claims mentioned in the preceding article, paragraph 4, to be present at the meeting of creditors to express opinions with no right to vote.
Article 343     The provisions of Paragraphs Two and Four of Article 172, Paragraphs One to Five of Article 183, Paragraph Two of Article 298; and Article 123 of the Bankruptcy Law shall apply mutatis mutandis to special liquidation.
    The convener of the creditors' meeting who violates Paragraph Two of Article 172 as applied mutatis mutandis in the preceding paragraph, or Paragraphs One, Four or Five of Article 183 as applied mutatis mutandis in the preceding paragraph shall be imposed with a fine of not less than NT$10,000 but not more than NT$50,000.
Article 344     The liquidators shall draw up a report on their investigation in the state of the company's business and property, a balance sheet and an inventory of the company, and bring up at the meeting of creditors and shall also state their opinion on the policy for carrying out the liquidation and pre-determined matters.
Article 345     The meeting of creditors may, by resolution, appoint a liquidation inspector and may remove him at any time.
    The aforesaid resolution shall have the approval of the court.
Article 346     In doing any of the following acts, the liquidators shall obtain the consent of the liquidation inspector and, if the liquidation inspector does not give consent, they shall convene a meeting of creditors to resolve on the matters; however, this shall not apply if the value involved is not more than one-tenth of one per cent of the total value of assets:
  1. Disposal of any property of the company;
  2. Borrowing of money;
  3. Bringing of an action;
  4. Agreement to compromise or seek arbitration; or
  5. Relinquishment of any right.
    If, in a case where a resolution of a meeting of creditors is required, there exist urgent circumstances, the liquidators may, with the permission of the court, do any of the acts mentioned in the preceding paragraph.
    A liquidator who acts in contravention of the provisions of the preceding two paragraphs shall be jointly liable with the company to a bona fide third party.
    The provisions of the proviso to Article 84 paragraph 2 shall not apply to special liquidation.
Article 347     The liquidators may consult the opinion of the liquidation inspector and make a proposal for an agreement of settlement to the meeting of creditors.
Article 348     The terms of an agreement of settlement shall be equal among the creditors; however, this shall not apply to the rights of claim of creditors mentioned in the proviso to Article 340.
Article 349     When it is deemed necessary for the preparation of a draft for an agreement of settlement, the liquidators may request the creditors mentioned in the proviso to Article 340 to participate.
Article 350     An agreement of settlement shall be adopted by the concurrence of the creditors holding three-fourths or more of the total amount of claims with rights to vote at a meeting attended by over one half of the creditors entitled to vote.
    The aforesaid resolution shall be approved by the court.
    The provisions of Article 136 of the Bankruptcy Law shall apply mutatis mutandis to the agreement of settlement mentioned in Paragraph 1.
Article 351     When it is necessary for carrying out an agreement of settlement, the terms of such agreement may be modified or altered, in which case, the provisions of the preceding four articles shall apply mutatis mutandis.
Article 352     When it is deemed necessary in view of the state of the company's property, the court may order inspection of the company's business and property upon the application of liquidators, the liquidation inspector, shareholders who have been holding three per cent or more of the total number of issued shares continuously for a period of six months or more, creditors who have filed an application for special liquidation, or creditors who have rights of claim representing not less than ten per cent of the total a mount of credits known to the company or of its own motion.
    The provisions of Articles 285 shall apply mutatis mutandis to the circumstance mentioned in the preceding paragraph.
Article 353     The inspector shall report to the court the following matters in consequence of the inspection:
  1. Whether there have been any incidents for which any promoter, director, supervisor, managerial officer or liquidator should be responsible under Article 34, Article 148, Article 155, Article 193 or Article 224;
  2. Whether a measure to preserve the property of the company is necessary; and
  3. Whether it is necessary to employ a measure of preservation on the property of any promoter, director, supervisor, managerial officer or liquidator, for the exercise of any claim for damage by the company.
Article 354     When it is deemed necessary, the court may, on the basis of the report mentioned in the preceding article, effect any of the following dispositions:
  1. Measures of preservation on the property of the company;
  2. Prohibition against transfer of registered shares;
  3. Prohibition against release of the responsibilities of any of the promoters, directors, supervisors, managerial officers or liquidators;
  4. Annulment of the release of the responsibilities of any of the Promoters, directors, supervisors, managerial officers or liquidators; this, however, shall not apply to any release effected one year prior to the institution of the special liquidation other than for any illegal purpose;
  5. Assessment of any claim for damages arising from the responsibilities of any of the promoters, directors, supervisors, managerial officers or liquidators; and
  6. Measures of preservation on the property of any of the promoters, directors, managerial officers or liquidators on account of any claim for damages mentioned in the preceding item.
Article 355     If, in cases where an order for the institution of a process of special liquidation has been made, there is no prospect of reaching an agreement of settlement, the court shall ex officio make an adjudication of bankruptcy in accordance with the Bankruptcy Law. The same shall apply where there is no prospect of an agreement of settlement being duly carried out.
Article 356     The provisions pertaining to ordinary liquidation shall apply mutatis mutandis to matters in special liquidation if not provided for in this sub-section.
Article 356-1     A close company is a non public offering company whose shares shall be held by not more than 50 persons, and whose Articles of Incorporation shall impose restrictions on transfer of shares of a company .
    The central competent authority shall as necessary in view of the socio- economic situation and the actual needs increase the number of shareholders referred to in the preceding Paragraph; the method of calculation and scope of qualification of the shareholders shall be prescribed by the central competent authority.
Article 356-2     A close company shall explicitly describe its nature of "closeness" in its Articles of Incorporation and the central competent authority shall make such a nature public on its information website.
Article 356-3     A close company shall be formed by the agreement of all promoters and the promoters shall fully subscribe in the first issue of the total number of shares.
    Equity capital to be contributed other than cash by the promoters may be in the form of assets required in the business of a close company , technical know-how, or service, provided, however, that equity capital to be contributed by service shall not exceed a certain percentage of the total shares issued by a close company .
    The certain percentage set forth in the preceding Paragraph shall be prescribed by the central competent authority.
    Equity capital to be contributed by technical know-how or service shall be agreed by all shareholders, and the kinds, amount of such capital contribution and the number of shares allotted to the subscriber by a close company shall be explicitly described in its Articles of Incorporation; the competent authority shall register such particulars in accordance with the Articles of Incorporation and shall make such particulars public on its information website.
    The provisions of Article 198 shall apply mutatis mutandis to the election of directors and supervisors by the promoters in a close company , unless otherwise provided for in the Articles of Incorporation.
    Articles of 132 through 149 and Articles 151 through 153 shall not apply to the formation of a close company .
    The provision of Article 198 shall apply to the election of directors and supervisors in the shareholders' meeting of a close company, unless otherwise provided for in the Articles of Incorporation.
Article 356-4     A close company shall make no public offering of any of its securities, provided, however, that this provision shall not apply to the crowd-funding portal operated by securities businesses approved by the competent authority in charge of securities affairs.
    The proviso to the preceding Paragraph shall still be subject to the restrictions on the number of shareholders and transfer of shares imposed by the Articles of Incorporation set forth in Article 356-1.
Article 356-5     The restrictions on transfer of shares shall be explicitly described in the Articles of Incorporation of a close company.
    The restrictions on transfer of shares set forth in the preceding Paragraph shall be conspicuously annotated on a close company ’s printed share certificates; if a company does not issue shares, an assignor shall state such restrictions on the relevant written documentation delivered to the assignee.
    The assignee referred to in the preceding Paragraph may request the company to deliver a copy of its Articles of Incorporation.
Article 356-6     (Deleted)
Article 356-7     Where a close company is to issue special shares, it shall include in its Articles of Incorporation provisions concerning:
  1. Order, fixed amount or fixed ratio of allocation of dividends and bonus on special shares;
  2. Order, fixed amount or fixed ratio of allocation of surplus assets of the company;
  3. Order of or restriction on, no voting right, multiple voting right, or veto power over specific matters on the exercise of voting power by special shareholders;
  4. Any prohibition or restriction regarding special shareholders’ rights of being elected as directors and/or supervisors or rights of electing a certain amount of seats of directors and supervisors;
  5. Number, method or formula for special shares to be converted into common shares;
  6. Restrictions on transfer of special shares; and
  7. Other matters concerning rights and obligations incidental to special shares.
    Paragraph Two of Article 157 shall not apply to multiple voting rights of special shareholders as set forth in Item Three of the preceding paragraph.
Article 356-8     A close company may explicitly provide in its Articles of Incorporation that its shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Under the circumstances of calamities, incidents, or force majeure, the central competent authority may promulgate a ruling that authorizes a company, which has no above provision in its Articles of Incorporation, within a certain period of time can hold its shareholders’ meeting by means of visual communication network or other promulgated methods.
    In case a shareholders’ meeting is proceeded via visual communication network, then the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
    A close company may explicitly provide in its Articles of Incorporation that if it is agreed by all its shareholders, any action to be taken at a shareholders' meeting may be taken, without a meeting, by written consents to exercise their voting power.
    A shareholders' meeting held in accordance with the preceding Paragraph shall be deemed to have been convened; the shareholders who exercise their voting power by written consents shall be deemed to have attend the meeting in person.
Article 356-9     Shareholders of a close company may reach a voting agreement in writing to jointly exercise their voting rights or may form a voting trust where the voting trustee will exercise the voting power based upon the terms and conditions stated in such a written voting trust agreement.
    The trustee referred to in the preceding Paragraph shall be a shareholder unless otherwise provided for in its Articles of Incorporation.
    A voting trust cannot be set up as a defense against the close company unless the written voting trust agreement referred to in the first Paragraph, the name or title, office, residence or domicile of each shareholder, and the total number, kind and amount of shares transferred to the voting trust have been delivered to the company for registration 30 days prior to a regular shareholders’ meeting or 15 days prior to a special shareholders' meeting.
Article 356-10     (Deleted)
Article 356-11     A private placement of corporate bonds by a close company shall be adopted by a majority of directors at a meeting attended by two-thirds or more of the total number of directors.
    A private placement of convertible corporate bonds or corporate bonds with warrants by a close company shall be adopted by both the resolution of a meeting of board of directors set forth in the preceding Paragraph and the resolution of a shareholders’ meeting, provided, however, if the provisions of its Articles of Incorporation require no resolution of a shareholders’ meeting, such provisions shall govern.
    The restrictions on number of shareholders and transfer of shares imposed by the Articles of Incorporation set forth in Article 356-1shall still apply after the holders of corporate bonds exercising their conversion rights or warrants.
    The provisions of Article 246, Article 247, Paragraph 1 and Paragraphs 4 through 7 of Article 248, Article 248-1, Articles 251 through 255, Article 257-2, Article 259, and Paragraph 1 of Article 257 regarding certification of corporate bonds shall not apply to the issuance of corporate bonds provided in Paragraph 1 and Paragraph 2 of this Article.
Article 356-12     The issuance of new shares of a close company shall be adopted by a majority of directors at a meeting attended by two-thirds or more of the total number of directors, unless otherwise provided for in its Articles of Incorporation.
    Paragraphs 2 through 4 of Article 356-3 shall apply mutatis mutandis to the contribution of equity capital for subscribing new shares. In addition, such contribution can also be made in the form of monetary credit extended to the close company .
    Article 267 shall not apply to the issuance of new shares referred to in Paragraph 1 of this Article.
Article 356-13     A close company may voluntarily change its status into a non close company by a resolution adopted, at a shareholders’ meeting, by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares.
    Where stricter criteria for the total number of attending shareholders and for the number of votes required to adopt a resolution at a shareholders’ meeting referred to in the preceding Paragraph are specified in the Articles of Incorporation of a close company, such stricter criteria shall govern.
    In any event that a close company fails to meet the requirements set forth in Article 356-1, the company shall change its status into a non close company and shall apply for a necessary alteration registration in respect of such change accordingly.
    If a close company fails to apply for an alteration registration in accordance with the preceding Paragraph, the competent authority may order it to rectify such violation within a given time limit and impose successively in each case a fine based on Paragraph Five of Article 387; where the violation is of a severe nature, the competent authority may, ex officio, order the dissolution of a company.
Article 356-14     A non public offering company may change its status into a close company by the unanimous consent of its shareholders.
    After the unanimous consent of its shareholders provided in the preceding Paragraph, the company shall immediately notify each of its creditors and make a public announcement.
Article 357     (Deleted)
Article 358     (Deleted)
Article 359     (Deleted)
Article 360     (Deleted)
Article 361     (Deleted)
Article 362     (Deleted)
Article 363     (Deleted)
Article 364     (Deleted)
Article 365     (Deleted)
Article 366     (Deleted)
Article 367     (Deleted)
Article 368     (Deleted)
Article 369     (Deleted)
Article 369-1     The term "affiliated enterprises" as used in this Act shall refer to enterprises which are independent in existence but are interrelated in either of the following relations:
  1. Companies having controlling and subordinate relation between them; or
  2. Companies having made investment in each other.
Article 369-2     A company which holds a majority of the total number of the outstanding voting shares or the total amount of the capital stock of another company is considered the controlling company, while the said another company is considered the subordinate company.
    In addition to the relation set forth in the preceding Paragraph, if a company has a direct or indirect control over the management of the personnel, financial or business operation of another company, it is also considered the controlling company, and the said another company is considered the subordinate company.
Article 369-3     Under any of the following circumstances, it shall be concluded as the existence of the controlling and subordinate relation:
  1. Where a majority of executive shareholders or directors in a company are contemporarily acting as executive shareholders or directors in another company; or
  2. Where a majority of the total number of outstanding voting shares or the total amount of the capital stock of a company and another company are held by the same shareholders.
Article 369-4     In case a controlling company has caused its subsidiary company to conduct any business which is contrary to normal business practice or not profitable, but fails to pay an appropriate compensation upon the end of the fiscal year involved, and thus causing the subsidiary company to suffer damages, the controlling company shall be liable for such damages.
    If the responsible person of the controlling company has caused the subsidiary company to conduct the business described in the preceding Paragraph, he/she shall be liable, jointly and severally, with the controlling company for such damages.
    In the event the controlling company fails to make the indemnification as required in the preceding Paragraph, the subsidiary company's creditor, or the shareholder(s) who hold(s) one per cent(1%) or more of the total number of the outstanding voting shares or of the total amount of the capital stock of the subsidiary company may exercise, in its (or his/their) own name, the rights of the subsidiary company as set forth in the preceding two Paragraphs to claim for the payment of the indemnity from the controlling company to the subsidiary company.
    The right to exercise the claim under the preceding Paragraph shall not be prejudiced by a settlement entered into or a waiver made by the subsidiary company, if any, in respect of such right to claim for damages.
Article 369-5     In the event the business operation conducted by a subordinate company of a controlling company under the provisions of Paragraph I of the preceding Article has caused another subordinate company of the same controlling company to gain profit, then the benefited subordinate company shall, within the limit of the profit it has gained, be liable, jointly and severally with the controlling company, for the indemnification obligation set out in the preceding Paragraph.
Article 369-6     The right to claim for damages set out in the preceding two Articles shall be extinguished if not exercised within two years from the date when the claimant is aware of the existence of the indemnification obligation of the controlling company and the existence of indemnifier, or within five years from the date of occurrence of the indemnification liability of the controlling company.
Article 369-7     In case a controlling company has caused, directly or indirectly, its subordinate company to conduct any business which is contrary to normal business practice or not profitable, and if the controlling company has a claim upon said subordinate company, then the controlling company shall not claim for offsetting such claim against its indemnification liability, if any, to the subordinate company.
    In case the subordinate company enters into bankruptcy or composition procedures in accordance with the provisions of the Bankruptcy Law, or enters into the process of reorganization or special liquidation of its company in accordance with the provisions of this Act, the claim set forth in the preceding Paragraph, with or without the right to exclusion or priority, shall be satisfied in the order second to all other obligatory claims of the subordinate company.
Article 369-8     In case a company holds one third or more of the total number of the voting shares or of the total amount of the capital stock of another company, a notice in writing shall be given to such another company within one month from the date of occurrence of such event.
    In case any of the following changes is made afterwards in the particulars contained in the notice given by a company in accordance with the provisions of the preceding Paragraph, a further notice shall be given within five days from the date of occurrence of such change:
  1. Where its holdings in the voting shares or in the equity capital of another company becomes less than one third of the total number of the voting shares or the total amount of the capital stock of the said another company;
  2. Where its holdings in the voting shares or in the equity capital of another company exceeds one half (1/2) of the total number of the voting shares of the total amount or the capital stock of the said another company; or
  3. Where its holdings in the voting shares or in the equity capital of another company as described in the preceding Item has reduced again to a level below the total number of the voting shares or the total amount of the capital stock of the said another company.
    The notified company shall, within five days after its receipt of the notice given under either of the preceding two Paragraphs, make a public notice stating therein the name of the notifying company and the number of shares held and the amount of capital contribution made by the notifying Company.
    In case the responsible person of a company failed to give a notice or to make a public notice as required in any of the three preceding Paragraphs, he/she shall be imposed with a fine in an amount of not less than NT$6,000 but not more than NT$30,000. In addition, the competent authority shall order the violator to give the notice or to make the public notice within a given time limit. If the violator further fails to do so after expiry of the given time limit, the competent authority may fix another time limit for the violator to complete the notification procedure, and may impose successively upon the violator a fine in an amount of not less than NT$9,000 but not more than NT$60,000 for each time of noncompliance by the violator until the notification requirement is duly complied with by the violator.
Article 369-9     Where a company and another company have made investment in each other's company to the extent that one third or more of the total number of the voting shares or the total amount of the capital stock of both companies are held or contributed by each other, these two companies are defined as mutual investment companies.
    Where both mutual companies are holding one half or more of the total number of the voting shares or of the total amount of the equity capital of each other's company, or having direct or indirect control over the management of the personnel, financial of business operations of each other's company, they shall have the status of the controlling company as well as the subordinate company to each other's company.
Article 369-10     Subject to the condition that the fact of mutual investment is known to both mutual investment companies, the number of voting power exercisable by either investing company in the invested company shall not exceed one third of the total number of the outstanding voting shares or one third of the total amount of the equity capital of the invested company provided, however, that the voting power associated with the dividend shares distributed from capitalization of surplus earnings or excess legal reserve shall still be exercisable.
    In case a company has not received a similar notice from another company after having given a notice such another company in accordance with the provisions of Article 369-8 of this Act nor does it know the existence of mutual investment relation between them, then its right to exercise the voting power in the capacity of a shareholder of such another company shall be free from the restriction set forth in the preceding Paragraph.
Article 369-11     In calculating the number of shares or the amount of equity capital of another company being held by a company under this Chapter, the following shares or equity capital shall also be included into the calculation:
  1. The shares or equity capital of another company being held by the subordinate company of companies of the investing company;
  2. The shares or equity capital (of such another company) being held by a third party for the investing company; and
  3. The shares or equity capital (of such another company) being held by a third party for any subordinate company of the investing company.
Article 369-12     A subsidiary company which publicly issues shares shall, at the end of each fiscal year, prepare and submit a report regarding the relationship between itself and its controlling company indicating therein the legal acts, funds flow and loss and profit status between the two companies.
    A controlling company which publicly issues shares shall, at the end of each fiscal year, prepare for submission a consolidated business report and consolidated financial statements of the affiliated enterprises involved.
    The rules for preparation of the reports and statements as required in the preceding two Paragraphs shall be prescribed by the competent authority in charge of securities affairs.
Article 370     A foreign company which establishes its branch office in the territory of Republic of China shall translate its name into Chinese and indicate the class to which it belongs as well as its nationality.
Article 371     A foreign company without making branch office registration may not conduct its business operation in the name of a foreign company in the territory of the Republic of China.
    A person who violates the provision set out in the preceding paragraph shall be punished with imprisonment for a period of not more than one year, detention, or in lieu thereof or in addition thereto a fine of not more than NT$ 150,000 and shall assume on his own the civil liabilities arising therefrom, or shall be jointly and severally liable therefor, in case there are two or more violators. In addition, the company shall be enjoined by the competent authority from using its foreign corporate name.
Article 372     A foreign company which establishes its branch office in the territory of the Republic of China shall appropriate funds exclusively for its operation of business therein and shall designate a representative to serve as its responsible person in the territory of the Republic of China.
    Where the responsible person of a foreign company in the territory of the Republic of China refunds the funds under the preceding paragraph to the foreign company or such funds are withdrawn by the foreign company at will after the registration of the branch office, the responsible person shall be punished with imprisonment for a term of not more than five years, detention, or in lieu thereof or in addition thereto a fine in an amount of not less than NT$ 500,000 but not more than NT$ 2,500,0000.
    Under any of the circumstances set forth in the preceding paragraph, the responsible person of a foreign company in the territory of the Republic of China shall be liable, jointly and severally with the foreign company, for the damages to be sustained by the third party or parties therefrom.
    Upon conviction of the punishment set out in Paragraph Two hereinabove, the central competent authority shall cancel or nullify the registration of that company; provided, however, that the provision set out in this Paragraph shall not apply in case the unlawful act has been rectified by the company before the judgment becomes final.
    After the responsible person, agents, employees or other personnel of the branch office of a foreign company have been convicted the crime of Offenses of Forging Instruments or Seals in the Chapter of the Criminal Code in filing an application for registration of its company incorporation or other company alterations, the central competent authority shall, ex officio or upon an application filed by an interested party, cancel or nullify such registration of the said company.
Article 373     A foreign company shall not be registered as a branch office under any of the following circumstances:
  1. If its objective or business is in contrary to the law, public order or good custom of the Republic of China; or
  2. If any information or statement contained in the items or document of registration application filed by it is found false.
Article 374     A foreign company which establishes its branch office in the territory of the Republic of China shall keep a copy of its Articles of Incorporation in the branch office. In case there are shareholders of unlimited liability, a roster of such shareholders shall also be kept.
    The responsible person of a foreign company in the territory of the Republic of China who violates the provision set forth in the preceding paragraph shall be subject to a fine of not less than NT$ 10,000 but not more than NT$ 50,000. Any further failure of the same nature shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000 for each successive failure.
Article 375     (Deleted)
Article 376     (Deleted)
Article 377     The provisions of Article 7, Article 12, Paragraph One of Article 13, Articles 15 to 18, Paragraphs One to Four of Article 20, Paragraphs One and Three of Article 21, Paragraph One of Article 22, and Articles 23 to 26-2 shall apply mutatis mutandis to a foreign company which establishes its branch office in the territory of the Republic of China.
    The responsible person of a foreign company in the territory of the Republic of China who violates Paragraph One or Two of Article 20 as applied mutatis mutandis in the preceding paragraph shall be imposed with a fine of not less than NT$10,000 but not more than NT$50,000; such person who violates Paragraph Four of Article 20 as applied mutatis mutandis in the preceding paragraph by evading, impeding or refusing the examination or failing to make the submission thereof after expiry of the deadline date shall be imposed with a fine of not less than NT$20,000 but not more than NT$100,000.
    The responsible person of a foreign company in the territory of the Republic of China who violates Paragraph One of Article 21 as applied mutatis mutandis in the Paragraph One by evading, impeding or refusing the examination shall be imposed with a fine of not less than NT$20,000 but not more than NT$100,000. If the examination is still evaded, impeded, or refused, a fine of not less than NT$40,000 but not more than NT$200,000 shall be imposed consecutively for each time of non-compliance.
    The responsible person of a foreign company in the territory of the Republic of China who violates Paragraph One of Article 22 as applied mutatis mutandis in the Paragraph One by refusing to present evidential documents, vouchers, books and statements and other relevant information shall be imposed with a fine of not less than NT$20,000 but not more than NT$100,000. Any further refusal shall be imposed with a fine of not less than NT$ 40,000 but not more than NT$ 200,000 for each successive refusal.
Article 378     A foreign company which establishes its branch office in the territory of the Republic of China and which desires to cease conducting business therein, shall apply to the competent authority for nullifying the registration of the branch office; however it may not be exempted from any obligation and debt incurred by it prior to the filing of such application.
Article 379     In any of the following events, the competent authority shall, ex officio or upon an application filed by an interested party, nullify the branch office registration of a foreign company in the territory of the Republic of China:
  1. The foreign company has been dissolved;
  2. The foreign company has been declared bankrupt; or
  3. The branch office of a foreign company in the territory of the Republic of China has satisfied one of the Items listed in Article 10.
    The aforesaid nullification of the registration under the preceding paragraph shall in no way impair the rights of creditors and the obligations of the foreign company.
Article 380     A foreign company which cancels or nullifies all of its branch offices in the Territory of the Republic of China shall complete liquidation of its business within the territory of the Republic of China or right and obligation incurred by its branch offices. Any outstanding obligation shall still be discharged by such foreign company.
    The aforesaid liquidation shall be undertaken, unless a liquidator is otherwise designated by the foreign company, by the responsible person of the foreign company within the territory of the Republic of China or the managerial officer of its branch office. The provisions of this Act pertaining to the process of liquidation applicable to different classes of companies shall apply mutatis mutandis to such foreign companies according to their respective nature.
Article 381     The property of a foreign company within the territory of the Republic of China shall not be moved out of the territory of the Republic of China during the time of liquidation and shall not be disposed of except by the liquidator in the execution of the liquidation.
Article 382     The responsible person, managerial officer of its branch office or the designated liquidator of a foreign company within the territory of the Republic of China who acts in contravention of the provisions of the two preceding articles shall be jointly liable with such foreign company in respect of the transactions done within the territory of the Republic of China or obligation contracted by its branch office.
Article 383     (Deleted)
Article 384     (Deleted)
Article 385     (Deleted)
Article 386     A foreign company which, having no intention to set up a branch office to transact business within the territory of the Republic of China, has not applied for branch office registration, but designates a representative for establishing an representative's office in the territory of the Republic of China, shall file a registration application with the competent authority.
    If a foreign company has no intention to continuously set up the representative's office after the establishment of such office, it shall apply for nullification of the registration with the competent authority.
    If there is vacancy of the representative in the representative's office or the office moves to an unknown place, the competent authority shall, ex officio, order the foreign company to designate a representative or change the location of the office within a certain time limit; if the foreign company still fails to do so after expiry of the deadline date, the competent authority may nullify the registration of the representative's office.
Article 387     Regulations governing the deadline date, the documents and statements submitted and other relevant matters for various registration application under this Act shall be prescribed by the central competent authority.
    The registration application referred to in the preceding paragraph may be made by the way of electronic transmission; regulations governing its implementation shall be prescribed by the central competent authority.
    An agent may be appointed for the application set out in the provisions of the preceding two paragraphs and such agent shall be limited to a certified public accountant or a lawyer.
    The responsible person of a company or the responsible person of a foreign company in the territory of the Republic of China who fails to file the application beyond the appropriate deadline date specified in the regulations to be prescribed under Paragraph One hereinabove shall be imposed with a fine of not less than NT$ 10,000 but not more than NT$ 50,000.
    Subject to the provision set out in Paragraph One hereinabove, the competent authority shall further order the responsible person of a company or the responsible person of a foreign company in the territory of the Republic of China to rectify his law violating act within a given time limit; and if he fails to take corrective action after expiry of the time limit, he shall be imposed with a fine of not less than NT$ 20,000 but not more than NT$ 100,000 for each time of non-compliance until the law violating act is rectified.
Article 388     In case various registration application filed is held by the competent authority to be contrary to this Act or not in conformity with legal procedure, correction of errors shall be ordered, and the registration will not be made until such errors shall have been corrected.
Article 389     (Deleted)
Article 390     (Deleted)
Article 391     An applicant who is convinced after filing that there are errors or omissions in matters stated, may apply for rectification of the same.
Article 392     The competent authority may issue certificates of matters contained in various company registration.
Article 392-1     A company may apply for registration of corporate name in a foreign language to the competent authority and the authority shall register such foreign name in accordance with the foreign name indicated in the Articles of Incorporation.
    The competent authority may, by application, under one of the following circumstances, order a company to change its registration within a certain time limit, after the foreign corporate name is registered in accordance with the provision of the preceding paragraph; if the company fails to change its registration after expiry of the given time limit, the competent authority shall cancel or nullify the registration of the foreign name of that company:
  1. A foreign corporate name is identical with the foreign name which is registered or approved by pre-registration enquiry by another export/import firm prior to the registration of such foreign corporate name under the trade regulations. This restriction is also applicable in case the registration of such export/import firm has been canceled, withdrawn or nullified for less than two years;
  2. A foreign corporate name has been enjoined from using by a final court decision; or
  3. A foreign corporate name is identical with the foreign name of a government agency or public welfare organization.
    The kinds of foreign languages set forth in Paragraph One shall be prescribed by the central competent authority.
Article 393     The responsible person of a company or any interested person may, with reasons stated, apply for an access to examine, transcribe or make copies of the contents of various company registration records or documents in file; provided, however, that the authority may refuse such application or may set up a limitation of the information or data to be examined by the applicant, if necessary.
    The following particulars of company registration shall be made open to the public by the competent authority, and any person may apply to the competent authority for an access to examine, transcribe or make copies thereof:
  1. The name of the company; the foreign corporate name if it is indicated in the Articles of Incorporation;
  2. The scope of business of the company;
  3. The location of the company; the location of branch office, if any;
  4. The shareholder(s) executing the business operations or representing the company;
  5. The name of directors and supervisors and their respective shareholdings in the company;
  6. The name of the manager;
  7. The amount of authorized capital stock or of the paid-in capital;
  8. Whether there are special shares with multiple voting right or veto power over specific matters;
  9. Whether there are special shares issued under Item Five, Paragraph One of Article 157 or Item 4, Paragraph One of Article 356-7; or
  10. The Articles of Incorporation of the company.
    Any person may have the access to the information web site of the competent authority to examine the information enumerated in Items 1 through 9 of the preceding Paragraph; it is also applicable to Item 10, if agreed by the company.
Article 394     (Deleted)
Article 395     (Deleted)
Article 396     (Deleted)
Article 397     In case a company fails to file application for dissolution with the authority after it has been dissolved, the authority may, ex officio or at the request of any interested party, rescind its registration.
    When executing the rescission of company registration under the preceding Paragraph, the competent authority shall, in addition to requiring, by an order or a ruling, the dissolution of the company, instruct the responsible person of the company to file a statement of objection, if may, within a period of thirty days. If no objection has been filed upon the lapse of the prescribed period or if the objection is found not well grounded, its registration shall be rescinded,
Article 398     (Deleted)
Article 399     (Deleted)
Article 400     (Deleted)
Article 401     (Deleted)
Article 402     (Deleted)
Article 402-1     (Deleted)
Article 403     (Deleted)
Article 404     (Deleted)
Article 405     (Deleted)
Article 406     (Deleted)
Article 407     (Deleted)
Article 408     (Deleted)
Article 409     (Deleted)
Article 410     (Deleted)
Article 411     (Deleted)
Article 412     (Deleted)
Article 413     (Deleted)
Article 414     (Deleted)
Article 415     (Deleted)
Article 416     (Deleted)
Article 417     (Deleted)
Article 418     (Deleted)
Article 419     (Deleted)
Article 420     (Deleted)
Article 421     (Deleted)
Article 422     (Deleted)
Article 423     (Deleted)
Article 424     (Deleted)
Article 425     (Deleted)
Article 426     (Deleted)
Article 427     (Deleted)
Article 428     (Deleted)
Article 429     (Deleted)
Article 430     (Deleted)
Article 431     (Deleted)
Article 432     (Deleted)
Article 433     (Deleted)
Article 434     (Deleted)
Article 435     (Deleted)
Article 436     (Deleted)
Article 437     (Deleted)
Article 438     Upon approving the various application filed by any person in accordance with this Act for pre-registration enquiry, registration, examination, transcription or making copy of company name and scope of business, or requesting for certification of the company information registered, the competent authorities shall charge the applicant an examination fee; regulations governing the items of fees, the amounts of fees and other matters shall be prescribed by the central competent authority.
Article 439     (Deleted)
Article 440     (Deleted)
Article 441     (Deleted)
Article 442     (Deleted)
Article 443     (Deleted)
Article 444     (Deleted)
Article 445     (Deleted)
Article 446     (Deleted)
Article 447     (Deleted)
Article 447-1     Bearer shares issued by a company before the effectiveness of the amended articles of this Act on July 6, 2018 shall still apply to the articles prior to such effectiveness.
    A company shall change the bearer shares set forth in the provision of the preceding paragraph into registered shares when the holders of bearer shares exercise their shareholders' rights.
Article 448     In case of any refusal to pay the fines specified in this Act, the case shall be referred to compulsory execution in accordance with the law.
Article 449     This Act shall take effect from the date of promulgation thereof, except for the effect date of the Article 373, Article 383 amended on June 25, 1997, Section 13 of Chapter 5 amended on July 1, 2015, Articles amended on July 6, 2018 to be decided by the Executive Yuan, and the articles amended on May 27, 2009 to be in force on November 23, 2009.