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Article 2
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When applying for registration of incorporation or registration of corporate changes for a merger, split-up, acquisition, share conversion, share exchange, or increase or reduction of the paid-in capital, a company shall bind together and submit to a certified public accountant ("CPA") for auditing a statement of change of paid-in capital and the following documents, depending on the nature of the case:<br/>1. Statement of shareholders' capital contributions in cash;<br/>2. Statement of capital contributions by claims;<br/>3. Statement of capital contributions by properties;<br/>4. Statement of capital contributions by service.<br/>5. Statement of allotment of shares through capitalization of dividends and bonuses and statement of appropriation of earnings;<br/>6. Statement of allotment of shares through capitalization of legal reserve;<br/>7. Statement of allotment of shares through capitalization of capital reserve and statement of sources of capital reserve;<br/>8. Statement of allotment of shares after merger (if any shares are cancelled due to a merger, a statement of cancellation of shares after the merger shall also be included);<br/>9. Statement of allotment of shares after a split-up, and the types and amounts of assets and liabilities of the demerged portion of the demerged company as of the date immediately before the recordation date;<br/>10. Statement of allotment of shares after acquisition;<br/>11. Statement of allotment of shares after share exchange;<br/>12. Statement of allotment of shares after share conversion;<br/>13. Statement of conversion of shares from convertible corporate bonds or share subscription warrants; and<br/>14. Statement of capital reduction. (In the event of capital reduction as a result of a split-up, the types and amounts of the assets and liabilities of the demerged portion of the demerged company as of the date immediately before the recordation date shall also be included. This is not required in the case of buying-back of shares for capital reduction.)<br/>In the case of a company, the statements specified in Subparagraphs 1, and5 to 14 of Paragraph 1 of this Article shall apply only to its directors, supervisors or shareholders that hold more than 10 percent of the total shares. For those shareholders holding less than 10 percent of the total shares, statements with consolidated information are acceptable.<br/>In the case of a publicly traded company, if all the equity capital is contributed by issued shares according to special laws, the statements specified in Subparagraph 3, Paragraph 1 of this Article shall only apply to its directors, supervisors or shareholders that hold more than 10 percent of the total shares. For those shareholders holding less than 10 percent of the total shares, statements with consolidated information are acceptable.<br/>The company’s seal and the responsible person seal or signature of the responsible person shall be affixed to the statement of change of paid-in capital amount and the other documents under the first Paragraph. The seal of the company and the seal or signature of the responsible person representing the company shall be affixed to the statement of change of paid-in capital and documents to be submitted.<br/>In the case of buying-back of shares for capital reduction in accordance with Article 28-2 of the Securities and Transaction Act, the audit by a CPA is not required.
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