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Company Act(2009.01.21) |
| Date： |
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Article 29
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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 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, Paragraph 7, 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.
Managerial personnel shall have a residence or domicile within the territory of the Republic of China.
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Article 156
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The capital of a company limited by shares shall be divided into shares, and each share shall have the same par value. A portion of the shares may be designated as special shares, with the kind of such special shares to be specified in the Articles of Incorporation.
The total number of shares as classified under the preceding Paragraph may be issued in installments.
A company may, in pursuance of the resolution adopted by its board of directors, apply to the authority in charge of securities for an approval of public issuance of its shares. However, in the case of a government owned company, the public issuance of its shares shall require a special approval of the authority in charge of such enterprise.
Equity capital to be contributed other than cash by shareholders may be in the form of monetary credit extended to the company, or the technical know-how or good-will required by the company, provided, however, that the amount of such substitutive capital contribution shall require a prior approval of the board of directors, without being subject to the restriction set out in Article 272 hereof.
After its incorporation, the company may, pursuant to a resolution adopted by a majority vote of a meeting of the board of directors attended by two-thirds or more of all the directors, issue new shares as the consideration payable by the company for its acquisition of the shares of another company, without being subject to the restrictions set out respectively in Paragraphs One through Three, Article 267 of this Act.
After its incorporation, for improving its financial structure or resuming its normal operation, the company participating in the special approval of the governmental bailout program may issue and transfer new shares to the government as the consideration for receiving governmental financial help. Such issuing procedure shall not be subject to the restrictions regarding issuance of new shares set forth in this Act and the regulations thereof shall be prescribed by the central competent authority.
In the case that the bailout program under the preceding paragraph reaches NTD 1 billion, the competent authority of the special approval and the company receiving such bailout shall report its self-help plan to the Legislative Yuan.
For shares to be issued at the same time and under the same conditions of issuance, the issuance price thereof shall be the same, unless otherwise provided for by the authority in charge of securities in respect of the shares to be issued by companies offering the shares to be public.
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Article 196
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The remuneration of directors, if not prescribed in the Articles of Incorporation, shall be determined by a meeting of shareholders and cannot be ratified by a meeting of shareholders.
The provision set forth in Article 29, Paragraph 2 hereof shall apply mutatis mutandis to the directors of a company.
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